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BIONOMICS IS A LEADING INTERNATIONAL
DRUG DISCOVERY AND DEVELOPMENT COMPANY
BREAST CANCER BEFORE BNC105 TREATMENT BREAST CANCER AFTER BNC105 TREATMENT
LIFE TRANSFORMING
TREATMENTS FOR
CANCER AND CNS
DISORDERS
2010 BIONOMICS ANNUAL REPORT
CONTENTS
1 HIGHLIGHTS
2 CHAIRMAN’S LETTER
3 CEO & MANAGING DIRECTOR’S REPORT
10 PIPELINE
11 BNC105 OVERVIEW
13 BNC210 OVERVIEW
16 INTELLECTUAL PROPERTY PORTFOLIO
18 BOARD OF DIRECTORS
20 MANAGEMENT
22 CORPORATE GOVERNANCE STATEMENT
27 DIRECTORS’ REPORT
41 ANNUAL FINANCIAL STATEMENTS
88 INDEPENDENT AUDIT REPORT
90 SHAREHOLDER INFORMATION
92 COMPANY PARTICULARS
1
HIGHLIGHTS
CORPORATE
, SUCCESSFUL $15 MILLION CAPITAL RAISE THROUGH
PLACEMENT AND SHARE PURCHASE PLAN
, EXTENSION OF COLLABORATION WITH MERCK
SERONO ON KV1.3/MULTIPLE SCLEROSIS PROGRAM
, PROFITABLE YEAR FOR NEUROFIT, OUR EUROPEAN
SUBSIDIARY – RECORDING A 13.5% INCREASE IN
TOTAL CONTRACT INCOME REFLECTING INCREASED
WORK FOR BIONOMICS AND EXTERNAL PHARMA
AND BIOTECH CUSTOMERS
CLINICAL DEVELOPMENT
, SUCCESSFUL COMPLETION OF 3 CLINICAL TRIALS:
, Phase I trial of BNC105 in patients with advanced cancer
, Phase I trial of BNC210, single dose escalation study
in healthy volunteers
, Phase I trial of BNC210, evaluation of the effect of food
on drug levels in healthy volunteers
, PROGRESSION TO PHASE II CLINICAL
DEVELOPMENT FOR BNC105 WITH THE INITIATION
OF 2 CLINICAL TRIALS:
, In the US - Phase II clinical trial of BNC105 in patients
with metastatic renal cell cancer
, In Australia - Phase II clinical trial of BNC105 in patients
with mesothelioma
2
CHAIRMAN’S
LETTER
Dear Fellow Shareholder,
This year marks Bionomics’ 10th anniversary as Next year should also see outcomes for our major
a listed drug discovery and development company. drug discovery project in Multiple Sclerosis, partnered
There is much to celebrate and our management with Merck Serono. The extension of the program for
team has a sense of great pride and satisfaction another year was a clear, positive indication of real
in the achievements and successes to date. interest, and our drug discovery team remains focused
on enhancing our relationship with Merck Serono
We close our first decade on strong, solid foundations.
to deliver the required technical outcomes and the
Your Company has:
achievement of milestone payments.
, a highly commercial drug pipeline, including
Clearly, 2011, is shaping up to be one of the
two potential blockbuster drugs in clinical
most interesting, critical and exciting years in our
trial, which, if commercialised, will improve
brief history!
healthcare for millions of people.
Our management team’s continuing high level of
, an exciting drug discovery partnership with
commitment and dedication remains second to none
Merck Serono.
and was the key to your Company’s impressive
, a small, talented, experienced, hardworking progress over the past few years.
management team, led by our outstanding,
I wish to acknowledge the important role played by
world class CEO, Deborah Rathjen.
your representatives, the non-executive directors,
, a global presence, with one third of our and thank my fellow directors for their highly valuable
executives and staff employed at our profitable contribution to the ongoing success of the Company.
contract services subsidiary, Neurofit,
Over the past decade, Bionomics has built a loyal,
based in Strasbourg.
passionate and highly supportive shareholder base.
, a strong balance sheet, healthy cash All at Bionomics are committed to ensuring that this
reserves and a market capitalisation of support will be well rewarded.
around $100 million.
As for the next decade, our broad objective is to
Your Company commences its second decade with become the world’s most successful and admired
the core objective of partnering, on “industry terms”, drug discovery and development company. We aim
our two key potential blockbuster drugs, BNC105 and to continue to discover and develop drugs with the
BNC210. Through our company announcements and potential to make a real and meaningful difference
newsletters, you are well aware of the progress made to healthcare outcomes. We seek to reward you, our
in the past few years. You are also aware that, over shareholders, for your belief in Bionomics and your
the next 12 months, critical, meaningful data from strong and continuing support. We also aim to ensure
our clinical trials will be available to support our that the Bionomics’ management team is rewarded and
partnering discussions. acknowledged for their efforts and achievements.
Chris Fullerton
Chairman
3
CEO & MANAGING
DIRECTOR’S REPORT
Dear Shareholders, PHARMA PARTNERSHIP EXTENDED
An important corporate milestone was achieved in
I am very pleased to provide this report on your
May when our partnership with Merck Serono was
Company for the 2009-2010 financial year.
extended for a further year. The extension of this
Bionomics’ achievements during the year have
partnership brings Bionomics closer to achieving
occurred across all areas of the Company’s operations.
significant milestone payments under the 2008
Particular highlights have been:
Development and Licensing Agreement. Under the
, the strengthening of our collaboration with agreement Merck Serono is to select an undisclosed
global pharmaceutical company Merck KGaA number of compounds and for each selected compound
and its affiliate Merck Serono in Multiple Bionomics is eligible to receive up to US$47 million in
Sclerosis (MS), based on our technology milestone payments in addition to a royalty on sales
platforms MultiCore® and ionX®, of successfully developed products arising from our
, the consolidation of our status as a clinical collaboration. Merck Serono bears the cost of funding
development company, based on the significant development, with Bionomics retaining a share in
progress shown by our drug candidates BNC105 successes.
and BNC210, and; With this extension Bionomics will receive additional
, the continued strong performance of our research funding. As shareholders are aware,
European subsidiary Neurofit. Bionomics’ chemistry and ion channel biology expertise
is providing the driving force for this collaboration
In addition Bionomics has continued to explore exciting which is discovering novel Kv1.3 ion channel blockers
new pipeline opportunities, leveraging its technology for the treatment of MS and other autoimmune
platforms, through participation in the Cooperative conditions. The use of Bionomics’ technologies in
Research Centre for Cancer Therapeutics (CRC-CTx). the collaboration, together with the extension of the
The solid progress of Bionomics throughout the year agreement with Merck Serono is a strong endorsement
has been made possible, in large measure, by the of the robustness of our platform technologies and also
support of our shareholders and their participation of the calibre of the Company’s science and people.
in the $15 million capital raise which enabled the Bionomics and Merck Serono have forged a close
Company to confidently commit resources to the collaboration which has been further strengthened
continued development of BNC105 and BNC210. by the involvement of our Neurofit team. Neurofit has
been separately commissioned by Merck Serono to
undertake contract preclinical work on the joint MS
project and together Bionomics and Neurofit form a
two-pronged approach, delivering successful outcomes
to the collaboration. It is pleasing to report that
Neurofit has continued to perform above expectations
in its provision of contract services to external
customers, including Merck Serono.
4
CEO & MANAGING
DIRECTOR’S REPORT
CLINICAL DEVELOPMENT PROGRESS The Hoosier Oncology Group consists of a working
In 2010 Bionomics consolidated its position as a association of over 400 dedicated community and
clinical development company with international research centre physicians and clinical research
reach and outlook. Not only did Bionomics successfully practitioners across the United States. It has
complete three Phase I clinical trials during the year, successfully leveraged this network to conduct cancer
but the Company’s lead cancer drug candidate BNC105 clinical trials since its creation in 1984. With this
entered Phase II clinical development through the backing Bionomics anticipates the completion of the
initiation of two large trials now taking place in the first stage of the trial and initial data at the end of
US and in Australia. the 2010 calendar year, with final data on 152 patients
being available in 2012.
BNC105 PHASE II CLINICAL TRIALS COMMENCE
FOLLOWING SUCCESSFUL PHASE I TRIAL
“It is particularly exciting to be
Following its nomination as one of the Top 5 cancer
drugs entering clinical development in 2008 by conducting a trial which has the
Thomson Pharma, in 2010 BNC105 has emerged as the potential of creating a new paradigm
leading vascular disrupting agent (VDA) in development
globally based on its clear competitive advantages.
for the treatment of renal cancer”
DR THOMAS E HUTSON OF THE
We are very grateful to the patients and their families, BAYLOR SAMMONS CANCER CENTRE, TEXAS
who participated in the Phase I trial. The success of
Bionomics’ first clinical trial of BNC105 would also
not have been possible without the efforts of Cancer
Trials Australia and the investigators led by Dr Danny
“…..there is a sense of excitement
Rischin and supporting staff at each of the clinical trial about the use of this agent for
sites – The Peter MacCallum Cancer Centre, The Royal treating renal cancer”
Melbourne Hospital, Western Hospital and Austin
QUAKE PLETCHER, EXECUTIVE DIRECTOR OF
Hospital.
THE HOOSIER ONCOLOGY GROUP, INDIANAPOLIS
In July 2009 Bionomics announced that it had
contracted with the Hoosier Oncology Group, which
is headquartered in Indianapolis, to conduct a Phase
II clinical trial in patients with metastatic renal cell
cancer who had failed other forms of treatment known
as tyrosine kinase inhibitors (TKI). This trial will
evaluate BNC105 in combination with Afinitor® which
is marketed by Novartis as well as evaluating BNC105
as a standalone treatment in renal cancer patients who
are no longer responding to Afinitor®.
5
CEO & MANAGING
DIRECTOR’S REPORT
BNC105 TRIAL FOR THE TREATMENT OF BNC105 ADVANTAGES RECOGNIzED
MESOTHELIOMA The pioneering work of the Bionomics team which
The second Phase II clinical trial which commenced resulted in the discovery of BNC105 and the subsequent
this year is being conducted together with the elucidation of its unique attributes as a vascular
Australasian Lung Cancer Trials Group (ALTG) and disrupting agent (VDA) and anti-cancer agent with
the NHMRC Clinical Trials Centre (CTC). This 60 patient direct cancer killing activity has been published in
clinical trial is anticipated to yield interim data in the Molecular Cancer Therapeutics, a prestigious peer-
first quarter of 2011 with the trial anticipated to be reviewed scientific journal of the American Association
completed early in 2012. for Cancer Research. The paper included important
Mesothelioma is a form of cancer that is usually data on the potency of BNC105 as well as its very
caused by exposure to asbestos. Malignant cells high level of selectivity for cancer blood vessels.
typically develop in the protective lining that covers The selectivity of BNC105 for activated blood vessels
most of the body’s internal organs. Research shows such as those seen in solid tumours is a very important
that the most common site is the outer lining of the feature. It means that patients in clinical trials of
lungs and internal chest wall. BNC105 do not need to be pre-treated with anti-
hypertensive drugs, and this is proving to be an
Most people who develop mesothelioma previously advantage over other VDAs in development.
held jobs where they were exposed to asbestos
dust fibres. An increasing number of patients with “BNC105 has a strong competitive
mesothelioma were exposed to asbestos in the
profile with the key advantage of a dual
building industry or through home renovations.
mechanism with vascular disruption
Mesothelioma has virtually no effective treatment
after first line chemotherapy and patients typically and a direct cytotoxic effect”
have a life expectancy of less than one year. The long EDISON RESEARCH
latency, or time for the disease to develop, means that
we are yet to see the peak incidence of mesothelioma
over the next decade. Bionomics is particularly pleased
to be undertaking this clinical trial in Australia, with
the potential to offer an Australian solution.
“This Phase II trial will provide
hope and an opportunity to participate
in a research study for people with
mesothelioma who do not have
other options for treatment”
DR ANNA NOWAK PROFESSOR AT THE FACULTY OF
MEDICINE, UNIVERSITY OF WESTERN AUSTRALIA AND
CONSULTANT MEDICAL ONCOLOGIST AT SIR CHARLES
GAIRDNER HOSPITAL, PERTH
6
CEO & MANAGING
DIRECTOR’S REPORT
BNC210 CLINICAL TRIALS POWER AHEAD The BNC210 clinical trials were conducted at the
This year Bionomics started and completed two Pain and Anaesthesia Research Clinic (PARC) within
clinical trials of BNC210 which is in development the Royal Adelaide Hospital, under Professor Paul
for the treatment of anxiety and depression. In the Rolan. Two additional clinical trials are anticipated
first trial a single dose of BNC210 in the range of to commence this year evaluating further the Central
5mg to 2,000mg was taken on an empty stomach by Nervous System (CNS) effects of BNC210 and the
healthy, male volunteers. The results indicated that effectiveness of BNC210 in relieving the symptoms
BNC210 was safe and well tolerated with no clinically of anxiety. We anticipate, pending approval to undertake
significant side-effects. Measurement of BNC210 levels these clinical trials, that they will be completed in
in blood indicated levels of BNC210 exceeding the the first half of next calendar year.
levels required for efficacy in animal trials. In addition,
levels of BNC210 measured in blood over time “The first clinical testing of
suggested that once a day administration of BNC210 BNC210 in man has made important
is feasible. The trial thus met its objectives and provided
a good basis for moving forward with a second trial.
progress”
PAUL ROLAN, PROFESSOR OF CLINICAL PHARMACOLOGY AT
The second clinical trial of BNC210 commenced in THE UNIVERSITY OF ADELAIDE AND A CO-FOUNDER OF PARC
May and evaluated the effect of taking BNC210
following a meal on BNC210 levels in blood. This trial In addition to the clinical data which is an important
was completed in June and the results have shown component of our licensing package, the Bionomics
that BNC210 taken after food achieved much higher team has continued to enhance our understanding
blood levels than when it was taken on an empty of BNC210 through detailed preclinical testing.
stomach – up to four times higher – and even at the Amongst the data reported in 2009 was the significant
much higher blood levels registered there were no finding that BNC210 was effective in an animal model
clinically significant side-effects. This finding means of depression and the confirmation that extended
that less drug is likely to be required to achieve treatment with and subsequent withdrawal of BNC210
efficacy than previously thought. did not produce symptoms of physical dependence.
Data such as this reinforces the potential benefits of
BNC210 is our second highly promising drug candidate BNC210 for the treatment of anxiety and depression.
in clinical development and the clinical data generated
so far has been very encouraging, confirming elements
of the targeted product profile such as lack of sedation
and prospect for once a day dosing. Animal testing
has indicated that BNC210 is potent but not addictive
and that it does not impair either memory or motor
co-ordination. Therefore BNC210 appears to have
clear advantages over marketed drugs used to treat
anxiety and depression and consequently we anticipate
significant revenue potential if BNC210 is successfully
developed.
7
CEO & MANAGING
DIRECTOR’S REPORT
CLINICAL TRIALS PROGRESS PROVIDES SOLID BNC105, because of its mechanism of action, is
FOUNDATION FOR COMMERCIALISATION likely to be applicable to a wide variety of solid
Both BNC105 and BNC210 are targeting very large tumour types. Consequently the market opportunity
market opportunities where there is a clear need for for BNC105 if successfully developed is very large.
new and effective treatments. An indicator of this potential is Avastin®, a vascular
acting anti-cancer drug marketed by Roche. In 2009
Data from our recent clinical trials has significantly
sales of Avastin® exceeded US$5.5 billion.
increased the value of these programs in several ways.
An example is the identification of biomarkers of the The current Phase II clinical trials in renal cell
drug’s activity that can be measured in the patients’ cancer and mesothelioma support our intended
blood. In the case of BNC105, the VDA acts as a tubulin commercialisation of BNC105 through a licensing
binding agent and so a reduction in polymerized arrangement. These types of cancer have been the
tubulin levels is proof of the drug’s action. Similarly, a market entry point for several successful drugs.
reduction of the stress hormone, cortisol is evidence In particular, Sutent® (Pfizer), which is used to
of BNC210’s anxiolytic action. In both cases, the treat renal cancer and Alimta® (Lilly), which is used
biomarker provides a simple means of monitoring drug to treat mesothelioma. Both are blockbuster drugs
activity and represents an attractive addition to each with 2009 sales of US$964 million and US$1.7
drug’s licensing package. billion respectively.
“BNC105 is likely to be in our view a very attractive asset.”
“A partnership for BNC105 could generate substantial economic return.” EDISON RESEARCH
A snapshot of recent oncology deals continues to indicate that significant value is being recognised through
upfront and milestone payments and royalties on product sales.
Licensor Licensee Development Status Notes
Array BioPharma Global, $45m upfront, up to $442 million
Novartis Phase I
(April 2010) ARRY-162 milestones, double digit royalties.
Global, $20m upfront, $10m equity
investment (at premium), up to $370m
Oncogenix
Phase II milestones and tiered double digit royalties,
(Dec 2009) Teva
prostate cancer $30m prepayment for development costs,
OGX-011
Teva responsible for all commercialisation
and development costs.
Clavis Americas and Europe, $15m upfront,
Clovis Phase II
(Nov 2009) up to $365m in milestones, tiered double
Oncology pancreatic cancer
CP-4126 digit royalties.
BNC210 has been designed to address market needs The global antidepressant market reached sales
in the treatment of anxiety and depression. Anxiety is of almost US$11 billion in 2008. Cymbalta® (2009
a common debilitating condition that affects 40 million sales US$3.07B), Effexor®, which is also used for the
patients in the US alone, and has an estimated market treatment of generalised anxiety disorder (2009 sales
value of up to US$15 billion worldwide. Depression US$3.25B), and Lexapro® (2009 sales US$2.27B) being
is estimated to affect 6% of adult Australians and amongst the most common drug treatments.
according to the World Health Organization, depression
affects an estimated 121 million people worldwide.
8
CEO & MANAGING
DIRECTOR’S REPORT
TECHNOLOGY OUT-LICENSE MULTIPLE
MULTIPLE DRUG
PLATFORMS FOR & DEVELOP REVENUE
CANDIDATES
DRUG DISCOVERY OWN PRODUCTS STREAMS
Multicore® Focus on large markets Clinical development Commercialise with
Angene® with unmet needs: of selected drugs to big Pharma partners
ionX® “Proof of Concept”
Cancer License fees
Anxiety / Depression Milestone payments
Multiple Sclerosis Royalties
Development funding
Contract research
PIPELINE DEVELOPMENT
Bionomics has three valuable platform technologies which underpin the discovery of new drug candidates.
We are leveraging these technology platforms through internal development efforts as well as through
collaborations with Merck Serono and the CRC-CTx. The CRC is supported by in excess of $30 million in
Federal Government funding – very important funding which is targeting the entry of new cancer drug
candidates into clinical trials.
Our proprietary technologies MultiCore®, ionX® and Angene(EURO, K)opportunities for Bionomics to partner
NEUROFIT REVENUE provide
®
programs at the discovery stage as we have done with Merck Serono. Bionomics is also able to take selected
1200
drug candidates into clinical development with the aim of licensing these products at a later stage in return
for larger payments and a greater share in success.
1000
1028
1015
NEUROFIT OPERATION NEUROFIT REVENUE (EURO, K)
800
Our European operation Neurofit performed
1200
well in 2009-2010 making significant contributions
600
to Bionomics’ BNC210 program and our
1000
1028
587
collaboration with Merck Serono. In a tough
1015
564
operating environment, Neurofit has increased
400
revenues, added new large pharmaceutical company 800
388
365
customers and retained previous customers with
200
70% of its external contracts being repeat business. 600
587
Neurofit has four master service agreements in
0
564
400
2007-2008 2008-2009 2009-2010
place, three of which are with major pharmaceutical
388
365
companies. YEARS
200
External Revenue
0
2007-2008 2008-2009 2009-2010
BNO Revenue
YEARS
External Revenue
BNO Revenue
9
CEO & MANAGING
DIRECTOR’S REPORT
OUTLOOK
Bionomics’ focus over the coming year will be on its
clinical development programs where we anticipate
initial data from the ongoing clinical trials of BNC105 in
renal cell cancer and mesothelioma. We also expect to
complete and therefore have additional BNC210 clinical
trial data from two new trials to be initiated near term.
Bionomics’ strategy is to out-license its clinical
programs and the data coming from clinical trials
this year has enhanced our licensing packages for
both BNC105 and BNC210. With additional data from
ongoing trials in 2010-2011, Bionomics anticipates
further commercial interest in these attractive assets.
Bionomics will continue to communicate new data as it
Thank you to the Bionomics and
becomes available and to build a compelling case with
Neurofit teams for their continued potential licensees.
passion and commitment to our Bionomics will also focus on its collaboration with
shared vision Merck Serono, building on the achievements of the
past year. With the CRC-CTx we will continue to explore
cancer project opportunities which leverage Bionomics’
technologies and which can add value to Bionomics’
pipeline.
We have an exciting year ahead and it is apparent that
the milestones we are striving to achieve are aligned
with our business strategy. I would like to thank the
Bionomics and Neurofit teams for their continued
passion and commitment to our shared objectives of
We have forged a strong collaboration delivering effective, new treatments to sufferers of
cancer, anxiety, depression and MS and significant
returns to our shareholders.
Deborah Rathjen
CEO and Managing Director
10
PIPELINE
THERAPEUTIC CLINICAL CLINICAL
PROJECT DISCOVERY PRECLINICAL PHASE II
AREA PHASE I
BNC105
Renal Cancer
CANCER Mesothelioma
BNO69
Kv1.3
Inhibitors
IMMUNE Multiple PARTNERED WITH MERCK SERONO
DISEASE
Sclerosis
BNC210
Anxiety /
CENTRAL Depression
NERVOUS
SYSTEM
GABA-A
Agonists
Epilepsy
11
BNC105
A POTENT AND SELECTIVE TUMOUR VASCULAR
DISRUPTION AGENT (VDA) WITH DIRECT CYTOTOXIC
ACTION ON CANCER CELLS
BNC105 is in development for the treatment of This year Bionomics presented BNC105 data at
solid cancers, with trials in patients with metastatic major international scientific and clinical research
renal cell cancer and mesothelioma in progress. conferences including the American Society
for Clinical Oncology (ASCO) and the American
BNC105 has the potential to treat all solid tumour
Association for Cancer Research (AACR).
types but by selecting renal cell cancer and
mesothelioma as the first Phase II clinical trial The data presented included preclinical evidence of
indications for BNC105, Bionomics has selected both the anti-cancer activity of BNC105 and its VDA
cancer indications which have a fast path to market. effects in animal models of renal cancer (Figure 1).
This provides support for the Phase II clinical trial of
Key advantages of BNC105 as an anti-cancer
BNC105 in patients with metastatic renal cell cancer.
agent include:
Data from the successful Phase I clinical trial of
, dual mechanism of action – it works by rapidly
BNC105 in patients with advanced cancer was also
shutting down the blood supply of solid tumours
presented which included DCE-MRI data suggesting
and by also directly killing cancer cells
that BNC105 reduced blood flow in patients’ tumours
, potent and selective – BNC105 combines potent (Figure 2) and reduced the level of polymerized tubulin
VDA action with an exceptional selectivity for detected in patients’ cells.
cancer blood vessels
Since BNC105 acts as a tubulin binding agent, a
reduction in polymerized tubulin levels is proof of
the drug’s action. Through this biomarker, BNC105
BNC105 is the first VDA for which “on target” activity has
been demonstrated in cancer patients.
RAPID + POTENT + SELECTIVE =
MORE EFFECTIVE CANCER TARGETING
Figure 1 Blood vessel shutdown induced by BNC105 in renal cancer models
Blood vessel shutdown is measured as reduced perfusion ie delivery of blood in the tumour
(Figure 1A) and staining (Figure 1B)
12
BNC105
A POTENT AND SELECTIVE TUMOUR VASCULAR
DISRUPTION AGENT (VDA) WITH DIRECT
CYTOTOXIC ACTION ON CANCER CELLS
BNC105 HAS
THE POTENTIAL
TO TREAT
ALL SOLID
TUMOUR TYPES
Figure 2
BNC105 reduced blood
flow in the tumour of
a patient in Phase I
clinical trial.
Patient 2206 (renal
cancer, liver metastasis
shown; RECIST
classification: SD (stable
disease) Baseline images
predose scans #1 and
#2 show dye take-up
(yellow) by the tumour.
Post dosing, the rapid
VDA effect of a single
dose of BNC105 is
indicated by lower dye
take-up (red in areas
within the tumour that
were previously yellow)
3 to 6 hours post-dose
and even more so at
24 hours.
UPCOMING MILESTONES
FOR THE BNC105 PROGRAM
MILESTONE TIMING
Interim Phase II clinical data - renal Q4/2010
Interim Phase II clinical data - mesothelioma Q1/2011 BNC105
Presentation of BNC105 clinical data at ASCO Q2/2011
Presentation of BNC105 data at AACR Q2/2011
13
BNC210
COMBINES THE BEST FEATURES OF MARKETED
DRUGS USED TO TREAT ANXIETY AND DEPRESSION,
LACKS SIDE-EFFECTS
Key advantages of BNC210 as a novel potential
treatment for anxiety and depression include:
, rapid and potent action
, no sedation or impairment of memory BNC210
, no impairment of motor co-ordination
HIGH BLOOD
, no withdrawal syndrome or indications
LEVELS ACHIEVED
of dependence
BNC210 operates by a novel mechanism which Results from the second Phase I clinical trial of
appears to be distinct from all currently marketed BNC210, which was completed in June 2010, have
drugs used to treat anxiety and depression. shown that BNC210 taken after food achieves much
higher blood levels than when taken on an empty
BNC210 progressed into clinical development at the
stomach. Over four fold exposure is seen when
beginning of the financial year. The primary aims of
BNC210 is taken following a meal with no plateau
the first Phase I clinical trial were to assess the safety,
of absorption observed at doses up to and including
tolerability and pharmacokinetic profile of BNC210.
2,000mg. This suggests that lower doses
Doses ranging from 5mg to 2,000mg were evaluated
of BNC210 may be effective when the drug is given
and the results indicated that BNC210 was indeed safe
with food.
and well tolerated. In addition for the one dose level
evaluated, 2,000mg, the levels of the stress-related The trial results also confirmed that even at a
hormone cortisol were reduced in BNC210 treated very high level of drug absorption, BNC210 was
subjects compared to placebo (Figure 1). safe and well tolerated with no clinically significant
side-effects.
Figure 1
Plasma cortisol levels
in subjects treated with
BNC210
14
BNC210
COMBINES THE BEST FEATURES OF MARKETED
DRUGS USED TO TREAT ANXIETY AND DEPRESSION,
LACKS SIDE-EFFECTS
Figure 2
BNC210 is a potent
enhancer of nerve cell
growth as measured by
the stimulation of neurite
growth when BNC210
is added to the culture
medium of primary
cortical neurons, relative
to control (no BNC210
treatment). BNC210
performed as well as
the “gold standard”
brain derived
neurotrophic factor
(BDNF) in promoting
neurite outgrowth.
Two Phase Ib clinical trials of BNC210 are planned. Bionomics continues to present key scientific
The first of the new trials will evaluate BNC210 effects findings at major conferences. During this year new
when anxiety is induced in healthy subjects whilst the data was presented at the Australian Neuroscience
second trial will evaluate BNC210 effects on the brain Society Annual Meeting in Sydney which expanded
using electroencephalograph (EEG) measurements. the evidence of antidepressant activity of BNC210.
The trials will also evaluate whether side-effects such Antidepressants increase the formation and
as sedation or memory impairment are associated development of nerve cells in various regions of the
with the administration of BNC210. brain and also induce nerve growth in culture. Studies
of the effects of BNC210 on nerve cells in culture have
shown that it too enhances their growth, consistent
with antidepressant activity (Figure 2).
15
Figure 3
BNC210 reduces anxiety
in pre-stressed rats.
Anxiety was evaluated in
the elevated plus maze
as time spent on the open
arms of the apparatus.
BNC210 increased
time spent in the open
indicative of reduced
anxiety even following a
period of stress. Stress,
induced by having the
animals swim for a period
of time before evaluating
the behaviour, in the
absence of BNC210
treatment, reduces time
spent in the open.
Bionomics also presented new BNC210 data at the
BNC210 TARGETS 2009 American Society for Neuroscience Annual
MAJOR MARKETS
Meeting in Chicago on the effectiveness of BNC210
IN ANXIETY AND
DEPRESSION in a stress-induced anxiety model (Figure 3), thereby
expanding the profile of BNC210 and its potential to
treat both acute and chronic forms of anxiety.
UPCOMING MILESTONES
FOR THE BNC210 PROGRAM
MILESTONE TIMING
Initiate two Phase Ib clinical trials Q3/2010
Presentation of BNC210 data at ECNP Q3/2010 BNC210
Presentation of BNC 210 data at Neuroscience Q4/2010
Complete Phase Ib clinical trials Q2/2011
16
INTELLECTUAL
PROPERTY PORTFOLIO
Bionomics continues to build a strong patent portfolio covering the key elements of its business.
Through the worldwide Patent Cooperation Treaty (PCT) mechanism, Bionomics and its related companies were
granted twelve patents this financial year, four PCT patent applications entered the national and regional phases
of examination and three provisional patent applications were filed as indicated below.
New patent applications granted or filed this financial year
GRANTED
Patent No. Country Title Grant date Program
United States Novel gene BNO1 mapping to 7 July BNO69
7556920
of America chromosome 16q24:3 gene 2009 (BNO1)
29 July GABA
1292676 Europe Mutation associated with epilepsy
2009 (GABA-A)
13 August GABA
545185 New Zealand Mutations in ion channels
2009 (SSCP #2)
Methods for the diagnosis and 12 November Epilepsy
542202 New Zealand
treatment of epilepsy 2009 (SMEI Diagnostic)
Therapeutic ion channel blocking 10 December Kv1.3
2003212101 Australia
agents and methods of use thereof 2009 (Khellinones #1)
Novel chalcone derivatives and 14 January Kv1.3
2003209828 Australia
uses thereof 2010 (Chalcones)
Compositions and methods for
United States 23 February Epilepsy
7667028 angiogenesis related molecules
of America 2010 (BNO69 siRNA)
and treatments
31 March Epilepsy
1852505 Europe Mutations in ion channels
2010 (SSCP)
BNO69
DNA sequences for human 2 April
4486815 Japan (Angiogenesis
angiogenesis genes 2010
Macroarray)
Sodium channel alpha1 subunit and
United States 4 May Epilepsy
7709225 their polypeptides and their treatment of
of America 2010 (SCN1A)
generalised epilepsy with febrile seizures plus
13 May BNC105
556686 New Zealand Novel tubulin polymerization inhibitors
2010 (TPI #2)
United States Methods for the diagnosis and 25 May Epilepsy
7723027
of America treatment of epilepsy 2010 (SMEI Diagnostic)
17
FILED
Patent No. Countries Title Program
Anxiety
PCT/
Hong Kong Novel Anxiolytic Compounds (Novel Anxiolytic
AU2007/001566
Compounds)
Australia, Brazil, Canada,
China, India, Israel, Japan,
South Korea, Mexico,
PCT/ Novel Aryl Potassium Channel Blockers Kv1.3
New Zealand, Singapore,
AU2008/001480 and Uses Thereof (Non Furan)
Unites States of America,
South Africa, Eurasia
and Europe
Australia, Canada,
PCT/ Europe, Japan, New Markers of Endothelial Cells BNC105
AU2008/001467 Zealand and United States and Uses Thereof (Endothelial Cells)
of America
BNC105
2009904098 Australian Provisional Combination Therapy
(BNC105 + mTOR)
BNC105
2009904097 Australian Provisional Treatment for Macular Degeneration
(BNC105 for MD)
United States of America BNC105
Combination Therapy for Treating
61/264749 Provisional, Australia (BNC105 +
Proliferative Diseases
and Canada antiproliferatives)
BNC105
2009905806 Australian Provisional Tubulin Biomarker Assay (Tubulin
Biomarker Assay)
OVERVIEW OF PATENT PORTFOLIO
, 42 granted patents
, 6 patent applications covering BNC105, related molecules and biomarkers
, 1 patent application covering BNC210 and its use in the treatment of anxiety and other disorders
, 7 patent applications covering molecules which inhibit the activity of the Kv1.3 ion channel and
the use of these molecules in the treatment of Multiple Sclerosis and other autoimmune disorders
, 2 patent applications covering Parkinson’s Disease and related disorders
, 46 pending patent applications covering discoveries made utilising Bionomics’ ionX®
and Angene ® platforms
18
BOARD OF
DIRECTORS
Mr Christopher Fullerton Dr Deborah Rathjen
BEc BSc (Hons), PhD, MAICD
Chairman and Non-Executive Director CEO and Managing Director
Mr Fullerton has extensive experience in A seasoned biotech executive of almost 20 years,
investment, management and investment Dr Deborah Rathjen joined Bionomics in June 2000
banking and is a qualified chartered accountant. from Peptech Limited, where she was Manager of
He is the Managing Director of Mandalay Capital Business Development and Licensing. Dr Rathjen
Pty Limited, an investor in listed securities and was a co-inventor of Peptech’s TNF technology
private equity. Mr Fullerton was non-executive and leader of the company’s successful defence
Chairman of Cordlife Limited and Health of its key TNF patents against a legal challenge
Communication Network Limited, and held non by BASF, providing Peptech with a strong
executive directorships with Global Health Limited, commercial basis for licensing negotiations with
The Environmental Group Limited, Standard BASF, Centocor and other companies with anti-TNF
Chartered Australia Limited, Alliance Properties products. Dr Rathjen has significant experience
Limited and Federal Airports Corporation. in research, business development and licensing.
Dr Rathjen is Chairperson of the AusBiotech
Board, and is a member of the Higher Education
Council (SA Government). In 2004 Dr Rathjen
was awarded the AusBiotech President’s Medal
for her significant contribution to the Australian
biotechnology industry, in 2006 she received
a Distinguished Alumni Award from Flinders
University, in 2009 the BioSingapore Asia Pacific
Woman Entrepreneur of the Year, and in 2010
Bio Innovation SA Industry Leader Award.
19
Dr Errol De Souza Mr Trevor Tappenden
PhD ACA, FAICD
Non-Executive Director Non-Executive Director
Dr De Souza is a leader in research and Mr Tappenden commenced a career as a
development concerning the Central Nervous Non-Executive Director in 2003 after a career
System (CNS). He is currently CEO of leading with Ernest & Young spanning 30 years. During
US company Biodel Inc (Nasdaq: BIOD) and is his time at Ernst & Young Mr Tappenden held a
the former President and CEO of US biotech variety of positions including Managing Partner
companies Archemix Corporation and Synaptic of the Melbourne Office, member of the Board
Pharmaceutical Corporation. Dr De Souza of Partners, Head of the Victorian Government
formerly held senior management positions at Services Group and National Director of the
Aventis and its predecessor Hoechst Marion Entrepreneurial Services Division. He holds
Roussel Pharmaceuticals, Inc. Most recently, directorship in various private, government
he was Senior Vice President and site head of and not-for-profit organisations and is the
US Drug Innovation and Approval (R&D), at Chairman of the Audit and Risk Management
Aventis, where he was responsible for the Committees of many of those organisations.
discovery and development of drug candidates
through Phase IIa clinical trials for CNS and
inflammatory disorders. Prior to Aventis, he
was a co-founder and Chief Scientific Officer
of Neurocrine Biosciences (Nasdaq: NBIX).
Dr De Souza serves on multiple editorial boards,
National Institutes of Health (NIH) Committees
and is a Director of several public and private
companies.
20
MANAGEMENT
Mr Trevor Thiele Dr Andrew Harvey
BA (Accounting), ACA BSc (Hons), PhD
Chief Financial Officer and Company Secretary Vice President Drug Discovery
Mr Trevor Thiele joins Bionomics after 25 years Dr Andrew Harvey joined the chemistry group
in various management positions spanning at Bionomics in 2007 and has led the group in the
commercial, financial and treasury roles in public Multiple Sclerosis collaboration with European
listed companies involved in various industries pharmaceutical company, Merck Serono, since
including grain, rural services, retail and food. the collaboration began in June 2008. He played a
In these roles Mr Thiele has gained experience leading scientific role in the partnering discussions
in growth companies including mergers, with Merck Serono and has inventorship on each
acquisitions and capital raisings. Mr Thiele holds of Bionomics’ Multiple Sclerosis patents. In 2007,
a Bachelor of Arts in Accounting from Uni SA and Dr Harvey was instrumental in the establishment
is a member of the Institute of Chartered of the new chemistry facilities at the Bionomics
Accountants in Australia. headquarters in Adelaide. During his prior
employment at The Walter and Eliza Hall Institute
for Medical Research, Dr Harvey was awarded
a National Health and Medical Research Council
Industry Fellowship for his research in identifying
new treatments for Multiple Sclerosis. He holds
a PhD and a BSc (Honours) from Canterbury
University in New Zealand.
21
Dr Gabriel Kremmidiotis Dr Emile Andriambeloson
BSc (Hons), PhD PhD
Vice President Research & Development Head of Research Neurofit
Molecular geneticist and immunologist Dr Emile Andriambeloson joined Neurofit in
Dr Gabriel Kremmidiotis joined Bionomics 2002 from Novartis Pharma and has played an
as Head of Bioinformatics in January 2002 important role in the development of Neurofit’s
and his role has since expanded to Vice business. In 2005 Dr Andriambeloson became
President Research & Development. Formerly the Head of Research at Neurofit and is the key
Senior Medical Scientist at the Department interface with Neurofit’s international customer
of Cytogenetics & Molecular Genetics at the base as well as Bionomics’ CNS programs.
Women’s & Children’s Hospital in Adelaide, Dr Andriambeloson has a PhD from the University
Dr Kremmidiotis has several patent inventions of Strasbourg in France and is recognised for his
on breast cancer tumour suppressor genes, expertise in pharmacology. He is the author of
including Bionomics’ BNO64 and BNO1 genes 18 articles published in highly regarded peer
as well as other tumour suppressor genes. reviewed scientific journals. Dr Andriambeloson’s
Dr Kremmidiotis has a PhD and a Bachelor of previous positions include Novartis Pharma
Science (Honours) from Flinders University and (Basel, Switzerland), Heart Research Institute
a Bachelor of Science from The University of (Sydney, Australia) and University of New South
Melbourne. He has published research findings Wales (Sydney, Australia).
in 23 internationally-recognised scientific
publications including Cell, Human Molecular
Genetics and American Journal of Human
Genetics, and is a member of the Human
Genetics Society of Australasia.
22
CORPORATE
GOVERNANCE STATEMENT
Bionomics Limited (the Company) and the Board are THE BOARD OF DIRECTORS
committed to achieving and applying a high standard The Board of Directors (the Board) operates in accordance
of corporate governance taking into consideration the with the broad principles now formally set out in its
Company’s size and the industry in which the Company charter (Board Charter) that is available from the
operates. corporate governance section of the Company website at
www.bionomics.com.au. The Board Charter details the
The Company’s framework is consistent with the
Board’s composition and responsibilities.
Australian Securities Exchange (ASX) Corporate
Governance Council (ASX CGC guidelines). The Board Charter (inter alia) states:
The relationship and division of responsibilities between ,the Bionomics’ Board will at all times recognise
the Board and other key management personnel is critical its overriding responsibility to act honestly, fairly,
to the Company’s long-term success. The directors are diligently, and in accordance with the law in fulfilling
responsible to the shareholders for the performance of its primary responsibility of looking after the interests
the Company in both the short and the longer term and of Bionomics’ shareholders. These interests are well
for seeking an appropriate balance between sometimes served by also taking into consideration the interests
competing objectives in determining the best interests of other stakeholders such as employees and affiliated
of the Company. Their focus is to enhance the interests institutions.
of shareholders and to ensure the Company is properly ,the Board is to be comprised of both executive and
governed. non-executive directors with a majority of non-executive
directors.
Day to day management of the Company’s affairs, including ,in recognition of the importance of independent views
the implementation of its approved strategy and policy and the Board’s role in supervising the activities
initiatives, is delegated by the Board to the Chief Executive of management, the majority of the Board must be
Officer and Managing Director and other key management independent of management and all directors are
personnel, except for matters expressly required by law required to bring independent judgement to bear in their
to be approved by the Board. This delegation process has Board decision making.
been formalised by the documentation of responsibilities
,the Board shall undertake an annual Board
between the Chairman and the Chief Executive Officer
performance evaluation to identify any improvements
and Managing Director and incorporated into the Board’s
necessary for both its operations and the Board Charter.
charter.
Responsibilities of the Board
The following corporate governance framework has been
The responsibilities of the Board include:
implemented to ensure the highest level of corporate
governance is achieved:
,approving the strategic direction, objectives and annual
financial budget of Bionomics and monitoring the
,establishment of an internal control framework implementation of those strategies and achievement of
focusing on key business risks;
those objectives and budget.
,adoption of a code of professional ethics and conduct ,monitoring compliance with regulatory requirements
which applies to all directors, officers and employees;
and ethical standards.
,implementation of strict policies regarding related party ,appointing, and reviewing the performance of
transactions and the acquisition and disposal of the
the Chief Executive Officer and Managing Director and of
Company’s securities by directors, officers
the performance of the Chief Executive Officer’s direct
and employees; and
reports in achieving corporate goals.
,adoption of clear reporting and communication ,approving announcements to shareholders and the ASX.
policies and procedures.
A description of the Company’s main corporate governance
,approving significant third party agreements.
practices is set out below. All these practices, unless
,issuing shares, options, equity instruments or other
securities.
otherwise stated, were in place for the entire year.
23
,developing Bionomics’ corporate governance Role of the Chairman and Chief Executive Officer
procedures, systems of risk management and internal and Managing Director
compliance and control, codes of conduct (including The Chairman is responsible for leading the Board,
human resources policies), and legal compliance. ensuring directors are properly briefed in all matters
,approving and monitoring the progress of major capital relevant to their role and responsibilities, facilitating
expenditure, capital management and acquisitions and Board discussions and managing the Board’s relationship
divestures. with the Company’s key management personnel.
,assessing the composition of the Board and reviewing The Chief Executive Officer and Managing Director is
its processes and performance. responsible for implementing the Company strategies
Board Members and policies.
Details of the members of the Board, their experience, Commitment
expertise, qualifications, term of office and independence Regular Board meetings and reviews of strategy are held
status are set out in the Directors’ Report under the throughout the year to monitor performance against both
heading ‘Information on Directors’. At the date of signing the Board approved objectives and the Board’s broad
the Directors’ Report there were three non-executive strategic plan.
directors (including the Chairman), all of whom are
deemed independent under the principles set out below, The number of meetings of the Company’s Board and
and one executive director. of each Board committee held during the year ended 30
June 2010, and the number of meetings attended by each
The Board seeks to ensure that it is cognisant of the state director is disclosed in the Directors’ Report under the
of development of Bionomics as a company: heading ‘Meetings of Directors’.
,at any point in time, its membership as a group has
expertise in areas of current and future importance to It is the Company’s practice to allow its executive director
the Company as it grows. to accept appointments outside the Company with prior
written approval of the Board.
,the size of the Board is conducive to effective discussion
and efficient decision-making. Conflict of Interests
All Board members are required as a continuing obligation
Directors’ Independence
to immediately notify the Board in writing of any actual or
The Board has adopted specific principles in relation
potential conflicts of interest or any circumstance that may
to directors’ independence. These state that to be
affect a Board member’s level of independence.
deemed independent, a director must be independent of
management and free of any business or other relationship Independent Professional Advice
that could materially interfere with – or could reasonably Directors may seek independent professional advice,
be perceived to materially interfere with – the exercise of at the expense of the Company, on any matter connected
their unfettered and independent judgement. with the discharge of their responsibilities. Prior written
approval of the Chairman is required, but this will not be
Issues relating to an assessment of the independence
unreasonably withheld. Copies of this advice will be made
of a director will be determined by reference to the
available to, and for the benefit of, all Board members at
guidance provided by the ASX CGC guidelines. The Board
the discretion of the Chairman.
shall determine the thresholds of materiality from the
perspective of both the Company and its directors in Performance Assessment
determining whether a director maintains his or her In line with the timetables setting out the adoption of the
independence of mind. ASX CGC guidelines the Board undertakes an annual
self assessment comparing its performance with the
Term of Office
requirements of the Board Charter. In this process, the
The Company’s Constitution specifies that all non-
Chairman meets directors individually to assess how
executive directors must retire from office no later than
Board performance may be improved.
the third AGM following their last election, however they
may offer themselves for re-election.
24
CORPORATE
GOVERNANCE STATEMENT
CORPORATE REPORTING Compensation Committee
For each of the half year and full year results, the Due to the size of the Board, all Compensation Committee
Chief Executive Officer and Managing Director and Chief functions are handled by the full board rather than a
Financial Officer are required to make the following subcommittee.
certifications to the Board:
In this context, the Board decides on remuneration and
,that the Company’s financial statements are complete incentive policies and practices generally, and makes
and present a true and fair view, in all material respects, specific recommendations on remuneration packages and
of the financial condition and operational results of other terms of employment for executive directors and
the Company and are in accordance with relevant non-executive directors.
accounting standards; and
,that the above statement is founded on a sound system All key management personnel sign a formal employment
of risk management and internal compliance and contract at the time of their appointment covering a range
control which implements the policies adopted by the of matters including their duties, rights, responsibilities and
Board and that the Company’s risk management and any entitlements on termination. A formal establishment
internal compliance and control are operating efficiently of annual objectives and subsequent evaluation of
and effectively in all material respects. performance including a half-year review is conducted by
the Chief Executive Officer and Managing Director with
BOARD COMMITTEES all key management personnel who report directly to that
The Board has established one committee to assist in the position.
execution of its duties and to allow detailed consideration Further information on directors’ and other key
of complex issues. This committee is the Audit and Risk management personnel’s remuneration is set out in the
Management Committee, which is comprised entirely of Directors’ Report and note 24 to the financial statements.
non-executive directors.
The Compensation Committee previously had
All matters determined by the committee are submitted responsibility for reviewing any transactions between the
to the full Board as recommendations for final Board Company and the directors, or any interest associated
decision. Minutes of committee meetings are tabled at a with the directors, to ensure the structure and the terms
subsequent Board meeting. of the transaction was in compliance with the Corporations
There is no formal nomination committee for the Company. Act 2001 and was appropriately disclosed. This is now the
Nominations for the Board are considered by the full responsibility of the full Board.
Board as part of normal business reviewed by the Board at Audit and Risk Management Committee
its regular meetings. The Audit and Risk Management Committee consists of the
Under the Board Charter, in the event that the Board following non-executive directors:
believes a new director should be appointed, the Board , Mr Trevor Tappenden (Chairman)
shall review the range of skills, experience and expertise , Mr Christopher Fullerton
currently existing on the Board in relation to areas of
Details of the directors’ qualifications and all attendance at
current and future importance to the Company as it grows.
Audit and Risk Management Committee meetings are set
Candidates are assessed against this review of needs and,
out in the Directors’ Report.
where appropriate, advice is sought from independent
search consultants. The Audit and Risk Management Committee has its
own charter setting out its role and responsibilities,
Where the Board appoints a suitable candidate that person
composition, structure, membership requirements
must stand for election at the next AGM of the Company.
and the manner in which the Committee is to operate.
Notices of meeting for the election of directors comply This charter is available on the Company website.
with the ASX CGC guidelines.
The main responsibilities of the Committee are to:
New directors will be provided with a letter of ,review, assess and recommend to the Board the
appointment setting out the Company’s expectations, their annual financial statement and the half-year financial
responsibilities, rights and the terms and conditions of statement; and
their appointment.
25
,assist the Board in fulfilling its oversight responsibilities EXTERNAL AUDITORS
through reviewing: The Board’s policy is to appoint external auditors who
, the financial reporting process, clearly demonstrate quality and independence. The
, the system of internal control and management performance of the external auditor is reviewed annually
of risks, by the Audit and Risk Management Committee which
, the audit process and also makes recommendations to the Board about the
, the Company’s process for monitoring compliance appointment of audit services for subsequent periods,
with laws and regulations. taking into consideration assessment of performance,
existing value and costs.
Included in these responsibilities, the Audit and Risk
Management Committee: Deloitte Touche Tohmatsu were appointed as external
,reviews the external auditors’ proposed audit scope and auditor in 2007. Deloitte’s policy is to rotate engagement
approach and their performance; partners every five years in line with the requirements of
the Corporations Act 2001.
,makes recommendations to the Board regarding the re-
appointment of the external auditors; An analysis of fees paid to the external auditors, including
,considers the independence of the external auditors a breakdown of fees for non-audit services, is provided in
including the range of non-audit related services note 25 to the financial statements. It is the policy of the
provided by the external auditors to the Company; and external auditors to provide an annual declaration of their
,ensures the Company establishes an effective Risk independence to both the Audit and Risk Management
Management Policy and ensures compliance. Committee and the Board.
In fulfilling its responsibilities, the Audit and Risk The external auditor is requested to attend the AGM and
Management Committee: be available to answer shareholder questions about the
,receives regular reports from management conduct of the audit and the preparation and content of the
and external auditors; audit report.
,reviews whether management is adopting systems and RISK ASSESSMENT AND RISK MANAGEMENT
processes sufficient for a company of Bionomics’ size
The Board, through the Audit and Risk Management
and stage of development;
Committee, is responsible for ensuring there are adequate
,reviews any significant disagreements between the policies in relation to risk management, compliance and
external auditors and management, irrespective of internal control systems. In summary, Company policies
whether they have been resolved; are designed to ensure significant strategic, operational,
,meets separately with external auditors at least twice a legal, reputational and financial risks are identified,
year without the presence of management; and assessed, and effectively monitored and managed in
,provides external auditors with a clear line of direct a manner sufficient for a company of Bionomics’ size
communication at any time to either the Chairman of the and stage of development to enable achievement of the
Audit and Risk Management Committee or the Chairman Company’s business strategy and objectives.
of the Board.
The Company’s risk management policies are managed
The Audit and Risk Management Committee has authority, by the key management personnel and are reviewed by
within the scope of its responsibilities, to seek any the Audit and Risk Management Committee according to
information it requires from any employee or external a timetable of assessment and review proposed by that
party and to obtain external legal or other professional Committee and approved by the Board.
advice.
26
CORPORATE
GOVERNANCE STATEMENT
ENVIRONMENTAL AND OCCUPATIONAL HEALTH CONTINUOUS DISCLOSURE AND SHAREHOLDER
AND SAFETY MANAGEMENT POLICIES COMMUNICATION
The Company recognises the importance of occupational The Company has written policies and procedures
health and safety (OH&S) and is committed to the highest that focus on continuous disclosure of any information
levels of performance. To help meet this objective, concerning the Company that a reasonable person
policies have been established to facilitate the systematic would expect to have a material effect on the price of the
identification of OH&S issues and to ensure they are Company’s securities. These policies and procedures also
managed in a structured manner. include the arrangements the Company has in place to
promote communication with shareholders and encourage
This system allows the Company to:
effective participation at AGMs. These policies and
,monitor its compliance with all relevant procedures are available on the Company’s website.
legislation; and
,encourage employees to actively participate in The Chief Executive Officer and Managing Director
the management of OH&S issues. has been nominated as the person responsible for
communications with the ASX. This role includes
The Company is in full compliance with all necessary responsibility for ensuring compliance with the continuous
environmental and other licensing requirements required disclosure requirements in the ASX Listing Rules and
for its research facility in Thebarton (South Australia) and overseeing and co-ordinating information disclosure to the
for Neurofit SAS (Neurofit) in France. ASX, analysts, brokers, shareholders, the media and the
public.
CODE OF CONDUCT
In its Board Charter, the Board has recognised its All announcements disclosed to the ASX are posted on the
overriding responsibility to act honestly, fairly, diligently, Company’s website as soon as practical after disclosure
and in accordance with the law in fulfilling its primary to the ASX. Procedures have also been established for
responsibility of looking after the interests of Bionomics’ reviewing whether any price sensitive information has been
shareholders. The Board believes that the interests of inadvertently disclosed, and if so, this information is also
shareholders are best served by also taking into account immediately released to the market.
the interests of other stakeholders such as Bionomics’ All shareholders are entitled to receive a copy of the
employees and individuals engaged in Bionomics’ directed Company’s annual report. In addition, the Company seeks
research at Bionomics’ affiliated institutions. to provide opportunities for shareholders to participate
The Board will work to promote and maintain an through electronic means. Recent initiatives to facilitate
environment within Bionomics that establishes these this include making all Company announcements, details
principles as basic guidelines for all employees. of Company meetings, press releases for the last three
years, and financial statements available on the Company’s
Bionomics has formalised a code of business conduct
website along with transcripts to the Chairman’s and Chief
and ethics. A number of policies that relate to business
Executive Officer and Managing Director’s addresses to
conduct are in place including harassment prevention and
the Company’s AGMs.
share trading.
The website also includes a feedback and information
Copies of the share trading policies for directors and for
request mechanism for investors and shareholders via
employees are available on the Company’s website.
the Contact Us page of the website.
AUSTRALIAN EQUIVALENTS TO INTERNATIONAL
FINANCIAL REPORTING STANDARDS (AIFRS)
The financial statements are prepared in accordance
with AIFRS.
27
DIRECTORS’
REPORT
Your directors present their report on the financial Review of Operations
statements of the Group for the year ended 30 June Bionomics has continued to unwaveringly execute its
2010, comprising the parent entity Bionomics Limited clinical trial programs. The Company completed the Phase
(Bionomics) and its subsidiaries. I clinical trial of BNC105 in patients with advanced cancers
and initiated two Phase II clinical trials of BNC105 in
Directors
patients with metastatic renal cell cancer and in patients
The following persons were directors of Bionomics during
with mesothelioma. Bionomics’ second most advanced
the period and up to the date of this report:
asset BNC210 (which is in development for the treatment
,Mr Christopher Fullerton, Non-Executive Chairman of anxiety and depression) successfully completed two
(elected Chairman on 4 November 2009)
Phase I clinical trials. Bionomics’ partner Merck Serono
,Dr Deborah Rathjen, Chief Executive Officer and extended the agreement to discover and develop more
Managing Director specific treatments for Multiple Sclerosis.
,Mr Trevor Tappenden, Non-Executive Director
,Dr Errol De Souza, Non-Executive Director ACHIEVEMENTS AND SIGNIFICANT EVENTS DURING
THE 2010 FINANCIAL YEAR INCLUDED:
,Dr Peter Jonson, Non-Executive Chairman
SEPTEMBER 2009
The above named directors held office during the whole
Bionomics completed a $5.8 million placement to
of the financial year and since the end of the financial year
institutional and sophisticated investors and received
except for:
a $7 million investment from Start-up Australia Ventures
,Dr Peter Jonson (retired 4 November 2009) as part of a planned $15 million capital raise.
Principal Activities OCTOBER 2009
The principal activities of the Group during the period Share Purchase Plan closed oversubscribed, completing
were: the $15 million capital raise referred to above.
,to undertake research and development utilising
Bionomics’ proprietary technology platforms with the OCTOBER 2009
aim of identifying and developing therapies to treat BNC210 found to reduce anxiety levels in an animal model
cancer and conditions of the Central Nervous System of stress-induced anxiety to pre-stress levels.
(CNS), including anxiety, Multiple Sclerosis and epilepsy; In data presented to the 2009 Society for Neuroscience
,to commercialise intellectual property assets; and Annual Meeting in Chicago, Bionomics also reported that
,to identify strategic alliances and project opportunities BNC210 is effective in animal models of depression.
capable of increasing shareholder value and of
JANUARY 2010
enhancing the competitive advantage of Bionomics
US Phase II clinical trial of BNC105 in patients with
within the biotechnology industry.
metastatic renal cell cancer initiated.
Operating Results
Up to 12 clinical trial sites planned to participate across
Consolidated revenue for the year to 30 June 2010
the US with an anticipated 152 patients to be enrolled.
decreased by 10.4% to $3,848,469. Grant funding for the
Initial data from this clinical trial is anticipated by the end
period was $34,618. This compared with revenues of
of 2010.
$4,296,496 and grant funding of $311,291 for the year to
30 June 2009. The operating loss of the Group for the year FEBRUARY 2010
to 30 June 2010 was $8,214,082 compared with the prior Data reported at the Australian Neuroscience Society
year loss of $6,862,299. Annual Conference showed that BNC210 enhances nerve
cell growth in cultured neurons and that there was no
Dividends
evidence of physical dependence associated with BNC210
The directors do not propose to make any recommendation
treatment in animals. The data presented expands the
for dividends for the current financial year. There were no
evidence of anti-depressant activity of BNC210.
dividends declared in respect of the previous financial year.
28
DIRECTORS’
REPORT
MARCH 2010 JUNE 2010
BNC210 Phase I clinical trial results confirm safety BNC105 Phase I clinical trial results reported at ASCO.
and suitability for once a day dosing.
The trial results showed that BNC105 was well tolerated
Dosing of healthy male volunteers in stage two of the without any serious adverse side effects below the
Phase Ia trial, which was conducted at the Pain and maximum dose of 18.9 mg/m2. Stable disease was
Anaesthesia Research Clinic (PARC) within the Royal observed in four of 16 patients who completed at least two
Adelaide Hospital, was completed on schedule at the end cycles of treatment at doses of 8.4 mg/m2 or higher. A dose
of 2009. The primary objectives of the trial, to evaluate the of 16 mg/m2 has been selected for Phase II trials which are
safety, tolerability and the pharmacokinetics of BNC210, now underway for renal cancer and mesothelioma.
were met when stage 1 trial results were reported on
JUNE 2010
27 October 2009. Stage 1 of the trial evaluated a dose range
Second BNC210 phase I trial establishes four-fold
of 5mg to 1200mg. Evaluation of the safety and tolerability
increase in blood drug levels following food intake.
of BNC210 in stage 2 of the trial, in which subjects received
either 2000mg of BNC210 or placebo, confirmed that The increased exposure seen when BNC210 is given with
BNC210 is safe and well tolerated at high dose levels. food expands the potential dosing range to be used in its
continued development for the treatment of anxiety and
MARCH 2010
depression. The data suggests that lower doses of BNC210
Phase II clinical trial of BNC105 in patients with
may be effective when the drug is given with food. The trial
mesothelioma, a deadly asbestos related cancer, initiated.
also allowed identification of the doses to be used in the
Mesothelioma has virtually no effective treatment after planned Phase Ib studies of BNC210.
first line chemotherapy and patients typically have a life
Earnings Per Share
expectancy of less than one year. This trial will evaluate
CONSOLIDATED
the effectiveness of BNC105 in 60 patients with advanced
2010 2009
mesothelioma.
Cents Cents
APRIL 2010 Basic and diluted
BNC105 data presented at AACR provides first earnings per share (2.7) (2.8)
demonstration of “on target” activity by a VDA in patients
The basic and dilutive earnings per share amounts have
with advanced cancer and confirms rationale for Phase II
been calculated using the ‘Loss after income tax’ figure in
clinical trial in patients with renal cell cancer.
the Consolidated Statement of Comprehensive Income.
MAY 2010
Significant Changes in the State of Affairs
Merck Serono extends research term and funding for
Significant changes in the state of affairs of the
Multiple Sclerosis project.
Group during the financial year were as follows:
This extension signals the progress made in identifying
An increase in contributed equity of $15,144,898,
potential novel oral drug candidates that allow selective
from $59,969,571 to $75,114,469.
inhibition of the immune cells which cause nerve cell
damage in patients with Multiple Sclerosis. Matters Subsequent to the End of the Financial Year
No matters or circumstances have arisen since the end
Under the 2008 agreement, Bionomics received an
of the reporting period and the date of this report which
upfront payment of US$2 million and committed
significantly affects or may significantly affect the results
research funding that has now been extended under
of the operations of the Group.
the current amendment. Merck Serono will fund all
development activities, including clinical development Likely Developments and Expected Results
of drug candidates. For each compound that is of Operations
successfully developed and commercialised as a result The Group will continue to undertake drug discovery and
of the partnership, Bionomics may receive milestone will seek to commercialise the outcomes of its research
payments of up to US$47 million and will be eligible to and development in the form of diagnostic products and
receive undisclosed royalties on the net sales of licensed drugs for the treatment of disease.
products.
Further information on likely developments in the
operations of the Group and the expected results of
operations have not been included in this report because
further disclosure would not be in the Group’s best interests.
29
Environmental Regulation Dr Deborah Rathjen BSc (Hons), MAICD, PhD
The Group is subject to environmental regulations Chief Executive Officer and Managing Director.
and other licenses in respect of its research facilities Director since 18 May 2000
in Thebarton (South Australia) and for Neurofit in France.
Experience and Expertise
The Group is subject to regular inspections and audits
Dr Rathjen joined Bionomics in June 2000 from Peptech
by responsible State and Federal authorities. The Group
Limited, where she was general manager of business
was in compliance with all the necessary environmental
development and licensing. Dr Rathjen was a co-inventor
regulations throughout 2009-2010 and no related issues
of Peptech’s TNF technology and leader of the company’s
have arisen since the end of the financial year to the date
successful defence of its key TNF patents against a legal
of this report.
challenge by BASF. Dr Rathjen has significant experience
in research, business development and licensing and
INFORMATION ON DIRECTORS
specific expertise in inflammation and cancer. Dr Rathjen
Mr Christopher Fullerton BEc
is Chairperson of the AusBiotech Board, and a member of
Chairman – Non-Executive.
the Higher Education Council (SA Government).
Director since 23 December 2008
Current Directorship (in addition to Bionomics Limited)
Experience and Expertise
Listed: Nil
Mr Fullerton has extensive experience in investment,
Other: Director and Chairperson of AusBiotech Limited
management and investment banking and is a qualified
(since 2008)
chartered accountant. He is the managing director
of Mandalay Capital Pty Limited, an investor in listed Former Listed Directorships in Last Three Years
securities and private equity. Mr Fullerton was non- None.
executive chairman of Cordlife Limited and Health
Special Responsibilities
Communication Network Limited, and held non
Chief Executive Officer and Managing Director
executive directorships with Global Health Limited,
The Environmental Group Limited, Standard Chartered Interests in Shares and Options
Australia Limited, Alliance Properties Limited, Federal 1,188,889 ordinary shares in Bionomics Limited.
Airports Corporation and Avanti Capital Limited. 2,502,300 unlisted options over ordinary shares in
Bionomics Limited
Current Directorships (in addition to Bionomics Limited)
Listed: Nil
Mr Trevor Tappenden ACA, FAICD
Other: Mandalay Capital Pty Limited; Kador Group
Non-Executive Director.
Holdings Pty Limited
Director since 15 September 2006
Former Listed Directorships in Last Three Years
Experience and Expertise
Cordlife Limited; Global Health Limited;
Mr Tappenden was a partner of Ernst & Young between
The Environmental Group Limited
1982 and 2003, holding a variety of positions including
Special Responsibilities Managing Partner of the Melbourne office, member
Member of Audit and Risk Management Committee of the Board of Partners, head of the Victorian
Government Services Group and National Director of
Interests in Shares and Options
the Entrepreneurial Services Division. Mr Tappenden is
4,825,020 ordinary shares in Bionomics Limited
a director of Public, Private, Government, and not-for-
500,000 unlisted options over ordinary shares in
profit organisations, is Chairman of Heide Museum of
Bionomics Limited
Modern Art, and a Councillor of RMIT University. He is the
Chairman of the Audit and Risk Management Committees
of many of those organisations.
30
DIRECTORS’
REPORT
Current Directorships (in addition to Bionomics Limited) Special Responsibilities
Listed companies: Director, Metal Storm Limited None
Other: Chairman, Heide Museum of Modern Art; Director,
Interests in Shares and Options
Buckfast Pty Ltd; Director, Dairy Food Safety Victoria;
116,698 ordinary shares in Bionomics Limited
Director VITS Language Link; Councillor,
500,000 unlisted options over ordinary shares in
RMIT University
Bionomics Limited
Former Listed Directorships in Last Three Years
None Dr Peter Jonson BComm (Hons), MA (Hons),
PhD, FAID, FASSA
Special Responsibilities
Former Chairman – Non-Executive,
Chairman of Audit and Risk Management Committee
retired 4 November 2009
Interests in Shares and Options
Experience and Expertise
245,899 ordinary shares in Bionomics Limited
Dr Jonson became an internationally recognised
500,000 unlisted options over ordinary shares in
economist and influential policy adviser with the Reserve
Bionomics Limited
Bank of Australia before serving as CEO of Norwich
Union’s Australian business and managing director
Dr Errol De Souza
and then chairman of ANZ Funds Management. He has
Non-Executive Director.
chaired the Federal Government’s Biotechnology Centre
Director since 28 February 2008
of Excellence Expert Panel and the Major National
Experience and Expertise Research Facilities Committee, set up to advise Federal
Dr De Souza is a leader in research and development Ministers on strategic and investment decisions affecting
concerning the central nervous system (CNS). the biotechnology sector. He was the founding Chair of
He is currently CEO of leading US company Biodel Inc the Australian Institute for Commercialisation and is
(Nasdaq: BIOD) and is the former President and CEO of US Chair Emeritus of the Melbourne Institute, University
biotech companies Archemix Corporation and Synaptic of Melbourne. He is a director of Village Roadshow
Pharmaceutical Corporation. Dr De Souza formerly Ltd and Pro Medicus Ltd and Chairman of the Federal
held senior management positions at Aventis and its Government’s Cooperative Research Centres (CRC)
predecessor Hoechst Marion Roussel Pharmaceuticals, Committee.
Inc. Most recently, he was senior vice president and
Company Secretary
site head of US Drug Innovation and Approval (R&D),
The Company Secretary is Mr Trevor Thiele. Mr Thiele
at Aventis, where he was responsible for the discovery
was appointed to the position of Company Secretary
and development of drug candidates through Phase IIa
and Chief Financial Officer in December 2009. Mr Thiele
clinical trials for CNS and inflammatory disorders. Prior
joins Bionomics after 25 years in various management
to Aventis, he was a co-founder and Chief Scientific Officer
positions spanning commercial, financial and treasury
of Neurocrine Biosciences (Nasdaq: NBIX). Dr De Souza
roles in public listed companies involved in various
serves on multiple editorial boards, National Institutes of
industries including grain, rural services, retail and food.
Health (NIH) Committees and is a director of several public
In these roles Mr Thiele has gained experience in growth
and private companies.
companies including mergers, acquisitions and capital
Current Directorships (in addition to Bionomics Limited) raisings. Mr Thiele holds a Bachelor of Arts in Accounting
Director of Palatin Technologies, Inc (Amex: PTN); from Uni SA and is a member of the Institute of Chartered
Director of Targacept, Inc (Nasdaq: TRGT); Massachusetts Accountants in Australia.
Biotechnology Council
Former Listed Directorships in Last Three Years
Director of IDEXX Laboratories, Inc (Nasdaq: IDXX)
31
Meetings of Directors 1. Principles Used to Determine the Nature and Amount
The numbers of meetings of the Company’s Board of Remuneration
and of each Board committee held during the year ended The objective of the Group’s key management personnel
30 June 2010, and the numbers of meetings attended by remuneration framework is to ensure that reward
each director were: for performance is competitive and appropriate for
the results delivered. The framework aligns key
Meetings management personnel rewards with achievement
of Audit of strategic objectives and the creation of value for
and Risk shareholders.
Full meetings Management
of directors Committee Key management personnel remuneration and other
terms of employment are determined by the Board
A B A B
having regard to performance, relevant comparative
Mr Christopher Fullerton 11 11 3 3 information and the Group’s financial performance.
Dr Deborah Rathjen* 11 11 ** ** Remuneration packages are set at levels that
Mr Trevor Tappenden 11 11 3 3 are intended to attract and retain first class key
Dr Errol De Souza 11 10 ** ** management personnel capable of managing the
Group’s operations and achieving the Group’s strategic
Dr Peter Jonson 6 6 1 0 objectives.
The framework provides a mix of base cash
A = Number of meetings held during the time the director
remuneration and performance-based remuneration
held office or was a member of the committee during
through the Bionomics Limited Employee Share
the year and was entitled to attend.
Option Plan (the Bionomics ESOP) in order to align the
B = Number of meetings attended. interests of key management personnel with those of
shareholders.
* = Not a non-executive director.
Non-Executive Directors
** = Not a member of the relevant committee, Fees and payments to non-executive directors reflect
may attend by invitation.
the demands that are made on and the responsibilities
Retirement, Election and Continuation in Office of the directors. To preserve the cash resources of the
of Directors Group, all non-executive directors opted up until 30
Dr Errol De Souza retires as a non-executive director at June 2010 to receive approximately one third of their
the annual general meeting to be held on 15 October 2010 remuneration in Bionomics shares, which were issued
and, being eligible, offers himself for re-election. following shareholder approval at an AGM.
Non-executive directors may receive share options at
REMUNERATION REPORT
the time of their initial appointment to the Board or at
The remuneration report is set out under the following
other such times as approved by shareholders.
main headings:
Directors’ Fees
1. Principles used to determine the nature and amount
Non-executive directors’ fees are determined within an
of remuneration
aggregate directors’ fee pool limit that is periodically
2. Details of remuneration recommended for approval by shareholders under the
Constitution. The current aggregate non-executive
3. Service agreements
directors’ fee pool limit is $400,000 per annum. The
4. Share based compensation Chairman and non-executive directors’ fees are $82,000
per annum and $41,000 per annum respectively,
5. Additional information
inclusive of superannuation. The Chairman of the
Audit and Risk Management Committee, Mr Trevor
Tappenden, received an additional $10,000 per annum
inclusive of superannuation for services relating to his
32
DIRECTORS’
REPORT
Audit and Risk Management Committee duties. Dr Errol Retirement Benefits
De Souza received an additional $10,000 per annum Retirement benefits through superannuation are
inclusive of superannuation for being a member of the paid for all Group employees in line with relevant
Scientific Advisory Board. superannuation legislative requirements into funds
nominated by the individual employee. The Group does
Any value that may be attributed to options issued
not have any on-going responsibility for the individual
to non-executive directors is not included in the
employee superannuation and does not have in place a
shareholder approved aggregate limit of directors’ fees
defined benefits plan for employees.
applying from time to time.
The Bionomics ESOP
Retirement Allowance for Directors
Information on the Bionomics ESOP is set out in
The Group does not provide retirement allowances for
section 4 of this Remuneration Report.
its non-executive directors.
2. Details of Remuneration
Key Management Personnel Remuneration
Details of the remuneration of each director of
The key management personnel pay and reward
Bionomics and each of the other key management
framework has three components:
personnel (as defined in the Corporations Act, 2001)
,a cash remuneration package, including are set out in the following tables.
superannuation and other entitlements;
,longer-term incentives through participation in Non-Executive Chairman
the Bionomics ESOP; and Mr Christopher Fullerton
,in exceptional circumstances, a cash bonus Executive Director
may be paid. Dr Deborah Rathjen, Chief Executive Officer
The combination of these comprises the key and Managing Director
management personnel’s total remuneration.
Non-Executive Directors
Base Remuneration Mr Trevor Tappenden
The cash remuneration package of key management Dr Errol De Souza
personnel is structured as a total employment cost Dr Peter Jonson
package that may be delivered as a mix of cash
and prescribed salary sacrifice benefits at the key The following persons were the top highest paid key
management personnel’s discretion, inclusive of Company and Group executives and those with greatest
superannuation. authority for the strategic direction and management
of both the Company and the Group (key management
Remuneration levels are reviewed annually and an personnel) during the financial year and the prior year
assessment made against market comparable roles unless otherwise stated:
balanced with individual key management personnel’s
performance and the Group’s financial position. The key Name Position
management personnel’s remuneration may also be Dr Emile Andriambeloson Director of Research
reviewed on promotion. The Board reviews and approves (Neurofit SAS)
the salary of the Chief Executive Officer and Managing Dr Andrew Harvey Vice President Drug
Director and key management personnel directly Discovery
reporting to the Chief Executive Officer and Managing Dr Gabriel Kremmidiotis Vice President Research
Director. and Development
Mr Trevor Thiele Chief Financial Officer
There is no policy or monitoring of other key (appointed 14 December 2009) and Company Secretary
management personnel limiting their risk in relation to Mr Stephen Birrell Chief Financial Officer
issued options. There is no link between the company’s (resigned 18 December 2009) and Company Secretary
performance and the setting of remuneration except as
discussed on page 38 in relation to options for certain
Details of options granted by Bionomics to and
executives.
exercised by directors during the year ended 30 June
There are no guaranteed base pay increases for key 2010 are set out further in this note.
management personnel.
33
DIRECTORS AND OTHER KEY MANAGEMENT PERSONNEL – 2010
POST
EMPLOY-
SHORT TERM BENEFITS MENT SHARE BASED PAYMENTS
Cash Non-
salary monetary Superan-
and fees benefits nuation Shares Options Options Total
Name $ $ $ $ $ % of Total $
Mr Christopher Fullerton 41,515 0 3,736 29,692 10,271 12.05 85,214
Dr Deborah Rathjen 345,539 0 14,461 45,600 59,080 12.71 464,680
Mr Trevor Tappenden 34,250 0 3,083 13,667 7,562 12.91 58,562
Dr Errol De Souza 37,333 0 0 18,272 11,088 16.62 66,693
Dr Peter Jonson
(retired 4 November 2009) 17,275 0 1,555 9,436 4,926 14.84 33,192
Dr Emile Andriambeloson 146,229 0 0 0 2,377 1.60 148,606
Dr Andrew Harvey 103,028 0 11,972 30,000 14,784 9.25 159,784
Dr Gabriel Kremmidiotis 148,539 0 14,461 38,000 0 0 201,000
Mr Trevor Thiele
(appointed 14 December 2009) 107,775 0 7,582 0 0 0 115,357
Mr Stephen Birrell
(resigned 18 December 2009) 77,050 0 6,887 16,200 0 0 100,137
Totals 1,058,533 0 63,737 200,867 110,088 7.68 1,433,225
Approximately one third of non-executive directors’ fees were paid via the issuance of shares to these directors as a
direct measure to conserve cash for the Group. Issuance of these shares was subject to the approval by shareholders
at an AGM.
In 2010, Dr Rathjen, Dr Harvey, Dr Kremmidiotis and Mr Birrell received $45,600, $30,000, $38,000 and $16,200
respectively of shares in lieu of salary in order to conserve the Group’s cash reserves.
In 2010, cash salary for Dr Andriambeloson included cash bonus of $19,157.
34
DIRECTORS’
REPORT
DIRECTORS AND OTHER KEY MANAGEMENT PERSONNEL – 2009
POST
EMPLOY-
SHORT TERM BENEFITS MENT SHARE BASED PAYMENTS
Cash Non-
salary monetary Superan-
and fees benefits nuation Shares Options Options Total
Name $ $ $ $ $ % of Total $
Dr Peter Jonson 50,153 0 4,514 27,333 10,740 11.60 92,740
Dr Deborah Rathjen 346,255 0 13,745 45,600 1,815 0.45 407,415
Mr Trevor Tappenden 34,250 0 3,083 13,667 12,474 19.65 63,474
Dr Errol De Souza 27,334 0 0 13,666 30,246 42.45 71,246
Mr Christopher Fullerton
(appointed 23 December 2008) 13,020 0 1,172 0 0 0 14,192
Dr Emile Andriambeloson 132,911 0 0 0 6,735 4.82 139,646
Mr Stephen Birrell 178,655 0 13,745 0 9,596 4.75 201,996
Dr Andrew Harvey
(appointed 5 January 2009) 47,547 0 4,279 0 619 1.18 52,445
Dr Gabriel Kremmidiotis 181,255 0 13,745 0 595 0.30 195,595
Totals 1,011,380 0 54,283 100,266 72,820 5.9 1,238,749
Approximately one third of non-executive directors’ fees were paid via the issuance of shares to these directors as a
direct measure to conserve cash for the Group. Issuance of these shares is subject to the approval by shareholders at
an AGM. In 2009, Dr Rathjen received $45,600 of shares in lieu of salary in order to conserve the Group’s cash reserves.
Options are granted to directors and other key management personnel under the Bionomics ESOP, details of which are
set out in section 4 of this Remuneration Report.
No director or senior management person appointed during the period received a payment as part of their
consideration for agreeing to hold the position.
3. Service Agreements merger of Bionomics by a third party resulting in
Remuneration and other terms of employment for the a material diminution in duties, an additional six
Chief Executive Officer and Managing Director and months’ salary will be paid.
the other key management personnel are formalised
Dr Emile Andriambeloson,
in service agreements. Major provisions of the
Director of Research, Neurofit SAS
agreements relating to remuneration are set out below:
,Term of agreement – open commencing
Dr Deborah Rathjen, 1 March 2005.
Chief Executive Officer and Managing Director ,Total remuneration package for the year ended
,Term of agreement – 3 years commencing 30 June 2010 of $127,072 per annum, to be reviewed
19 June 2008. annually by the Chief Executive Officer and Managing
,Total remuneration package for the year ended Director and approved by the Board.
30 June 2010 of $405,600 per annum, to be reviewed ,Payment of termination benefit on early termination
annually by the Board. by the employer without cause equal to one month’s
,Payment of termination benefit on early termination salary.
by the employer without cause equal to six months’
salary. In the event of redundancy, purchase or
35
Dr Andrew Harvey, 4. Share Based Compensation
Vice President Drug Discovery Share based compensation benefits are provided to
,Term of agreement – open commencing 5 January employees via the Bionomics ESOP and an Employee
2009. Share Plan.
,Total remuneration package for the year ended The market value of shares issued to employees for
30 June 2010 of $145,000 per annum, to be reviewed no cash consideration under the Employee Share Plan
annually by the Chief Executive Officer and is recognised as an employee benefits expense with a
Managing Director and approved by the Board. corresponding increase in equity when the employees
,Payment of termination benefit on early termination become unconditionally entitled to the shares.
by the employer without cause equal to one
month’s salary. The Bionomics ESOP was approved by the Board and
shareholders in 2008. Staff eligible to participate in the
Dr Gabriel Kremmidiotis, plan are those who have been a full time or part time
Vice President Research and Development employee of the Group for a period of not less than six
,Term of agreement – open commencing months or a director of the Company.
1 January 2002.
Options are granted under the plan for no consideration
,Total remuneration package for the year ended
and vest equally over five years, unless they are bonus
30 June 2010 of $201,000 per annum, to be reviewed
options which vest immediately.
annually by the Chief Executive Officer and Managing
Director and approved by the Board. Share options granted before 7 November 2002 and/or
,Payment of termination benefit on early termination vested before 1 January 2005
by the employer without cause equal to one month’s No expense is recognised in respect of these options.
salary. The shares are recognised when the options are
exercised and the proceeds received allocated to share
Mr Trevor Thiele,
capital.
Chief Financial Officer and Company Secretary
,Term of agreement – open commencing Share options granted after 7 November 2002 and
14 December 2009. vested after 1 January 2005
,Total remuneration package for the year ended The fair value of options granted under the Bionomics
30 June 2010 of $220,000 per annum, to be reviewed ESOP is recognised as an employee benefit expense
annually by the Chief Executive Officer and Managing with a corresponding increase in equity. The fair
Director and approved by the Board. value is measured at grant date and recognised
,Payment of termination benefit on early termination over the period during which the employees become
by the employer without cause equal to three unconditionally entitled to the options.
months’ salary. In the event of redundancy six The amounts disclosed as remuneration relating to
months’ salary is payable. options are the assessed fair values at grant date of
those options allocated equally over the period from
grant date to vesting date. Fair values at grant date
are independently determined using a Black-Scholes
option pricing model that takes into account the
exercise price, the term of the option, the vesting and
performance criteria, the impact of dilution, the non-
tradeable nature of the option, the share price at grant
date, expected price volatility of the underlying share,
the expected dividend yield and the risk-free interest
rate for the term of the option.
36
DIRECTORS’
REPORT
The terms and conditions of each grant of options affecting remuneration of directors and other key management
personnel in this or future reporting periods are as follows:
Fair value per option
Grant date Expiry date Exercise price at grant date Vesting date
GRANTED IN PRIOR PERIODS
14 June 2011 $0.81 $0.3924 14 June 2006
14 June 2012 $0.81 $0.4078 14 June 2007
June 2002
10 June 2011 $0.81 $0.4235 10 June 2006
10 June 2012 $0.81 $0.4390 10 June 2007
19 June 2011 $0.13 $0.1628 19 June 2006
October 2004 19 June 2012 $0.13 $0.1668 19 June 2007
19 June 2013 $0.13 $0.1704 19 June 2008
17 February 2011 $0.30 $0.1098 18 February 2006
17 February 2012 $0.30 $0.1171 18 February 2007
January 2005 17 February 2013 $0.30 $0.1234 18 February 2008
17 February 2014 $0.30 $0.1289 18 February 2009
17 February 2015 $0.30 $0.1335 18 February 2010
January 2006 13 January 2011 $0.24 $0.1297 13 January 2006
7 July 2012 $0.22 $0.1205 7 July 2007
8 July 2013 $0.22 $0.1260 7 July 2008
May 2006 9 July 2014 $0.22 $0.1306 7 July 2009
10 July 2015 $0.22 $0.1343 7 July 2010
11 July 2016 $0.22 $0.1373 7 July 2011
16 November 2012 $0.30 $0.1147 16 November 2007
16 November 2013 $0.30 $0.1211 16 November 2008
16 November 2014 $0.30 $0.1264 16 November 2009
November 2006
16 November 2015 $0.30 $0.1307 16 November 2010
16 November 2016 $0.30 $0.1343 16 November 2011
16 November 2011 $0.1455 $0.1221 16 November 2006
January 2007 12 January 2012 $0.2150 $0.1453 12 January 2007
October 2007 4 October 2012 $0.29 $0.2140 4 October 2007
January 2008 11 January 2013 $0.38 $0.1879 11 January 2008
July 2008 1 July 2013 $0.36 $0.1579 1 July 2008
37
Fair value per option
Grant date Expiry date Exercise price at grant date Vesting date
GRANTED IN PRIOR PERIODS (CONT.)
5 November 2013 $0.30 $0.0875 5 November 2008
5 November 2014 $0.30 $0.0963 5 November 2009
5 November 2015 $0.30 $0.1042 5 November 2010
5 November 2016 $0.30 $0.1114 5 November 2011
November 2008 5 November 2017 $0.30 $0.1178 5 November 2012
5 November 2013 $0.3716 $0.0191 5 November 2008
7 August 2014 $0.3716 $0.0828 7 August 2009
7 August 2015 $0.3716 $0.0915 7 August 2010
7 August 2016 $0.3716 $0.0993 7 August 2011
January 2009 12 January 2014 $0.2976 $0.0119 12 January 2009
15 June 2014 $0.25 $0.0573 15 June 2009
15 June 2015 $0.25 $0.1250 15 June 2010
15 June 2016 $0.25 $0.1315 15 June 2011
June 2009
15 June 2017 $0.25 $0.1370 15 June 2012
15 June 2018 $0.25 $0.1415 15 June 2013
15 June 2019 $0.25 $0.1455 15 June 2014
GRANTED IN CURRENT PERIOD
4 November 2015 $0.30 $0.0503 4 November 2010
4 November 2016 $0.30 $0.069 4 November 2011
November 2009 4 November 2017 $0.30 $0.0834 4 November 2012
4 November 2018 $0.30 $0.0953 4 November 2013
4 November 2019 $0.30 $0.1057 4 November 2014
Options granted under the plan carry no dividend or voting rights.
Options Provided as Remuneration under the ESOP in the Current Year
Details of options over ordinary shares in the Company provided as remuneration to each director and each of the other
key management personnel are set out below. When exercisable, each option is convertible into one ordinary share of
Bionomics.
DURING THE FINANCIAL YEAR
Fair value
Number Date Total fair Number % of grant % of grant of options
Name granted granted value $ vested vested forfeited lapsed $
DIRECTORS
Mr Christopher
Fullerton 500,000 Nov-09 40,369 0 0 0 0
Dr Deborah Rathjen 0 0 0 0 0 0 248,194
Mr Trevor Tappenden 0 0 0 0 0 0 0
Dr Errol De Souza 0 0 0 0 0 0 0
Dr Peter Jonson
(retired 4 November 2009) 0 0 0 0 0 0 0
38
DIRECTORS’
REPORT
DURING THE FINANCIAL YEAR
Fair value
Number Date Total fair Number % of grant % of grant of options
Name granted granted value $ vested vested forfeited lapsed $
OTHER KEY MANAGEMENT PERSONNEL
Dr Emile
Andriambeloson 0 0 0 0 0 0 0
Dr Andrew Harvey 0 0 0 0 0 0 0
Dr Gabriel
Kremmidiotis 0 0 0 0 0 0 16,227
Mr Trevor Thiele
(appointed 14 December 2009) 0 0 0 0 0 0 0
Mr Stephen Birrell
(resigned 18 December 2009) 0 0 0 0 0 0 0
Options Exercised in the Current Year
During the year, the following directors and key management personnel exercised options that were granted to them as
part of their compensation. Each option converts into one ordinary share of Bionomics.
Number of Number
options of ordinary Amount Amount
Name exercised shares issued paid $ unpaid $
Dr Deborah Rathjen 175,000 175,000 26,750 0
Dr Gabriel Kremmidiotis 20,000 20,000 5,400 0
Mr Stephen Birrell
(resigned 18 December 2009) 474,000 474,000 97,980 0
5. Additional Information
Principles used to determine the nature and amount of remuneration; relationship between remuneration and
company performance
Key management personnel reward is set against the achievement of specified milestones and targets approved by
the Board. Over the last year, average key management personnel remuneration increased by 15.7% with overall
achievement of milestones and targets being 90%. Average achievement against goals and targets over the last
four years is 78%. Milestones and targets generally relate to achieving developmental milestones for each pipeline
project, such as achieving IND registrations by particular dates or entering Phase 1 Clinical Trials by particular
dates. These milestones are set in order for the Company to achieve its overall objectives.
The tables below set out summary information about the consolidated entity’s earnings and movements in
shareholder wealth for the five years to 30 June 2010.
30 June 2010 30 June 2009 30 June 2008 30 June 2007 30 June 2006
$ $ $ $ $
Revenue 3,848,469 4,296,496 5,256,963 1,412,882 2,263,204
Net Loss before tax (8,214,082) (6,899,183) (5,142,954) (7,898,735) (5,553,388)
Net Loss after tax (8,214,082) (6,862,299) (4,783,917) (5,449,798) (5,396,950)
39
30 June 2010 30 June 2009 30 June 2008 30 June 2007 30 June 2006
cents cents cents cents cents
Share price at start of year 21.0 34.0 37.0 17.0 11.0
Share price at end of year 27.0 21.0 34.0 37.0 17.0
Dividends paid 0 0 0 0 0
Basic and diluted
earnings per share (2.7) (2.8) (2.1) (3.0) (3.4)
Other Transactions with Directors and Other Key The Board has considered the position and, in
Management Personnel accordance with the advice received from the Audit
There were no other transactions with directors or other and Risk Management Committee, is satisfied that the
key management personnel during the financial year. provision of the non-audit services is compatible with the
general standard of independence for external auditors
Shares Under Option
imposed by the Corporations Act 2001. The directors
Information relating to shares under option is set out in
are satisfied that the provision of non-audit services by
section 4 of the Remuneration Report.
the external auditor, as set out in note 25 to the financial
Shares Issued on the Exercise of Options statements, did not compromise the external auditor
1,159,000 ordinary shares of Bionomics were issued independence requirements of the Corporations Act 2001
during the year ended 30 June 2010 on the exercise of for the following reasons:
options granted under the Bionomics ESOP. ,all non-audit services have been reviewed by the
Audit and Risk Management Committee to ensure
OTHER INFORMATION
they do not impact the impartiality and objectivity of
Insurance of Officers
the external auditor.
During the financial year, Bionomics paid a premium to
insure the directors and officers (D&O) of the Company.
,none of the services undermine the general
principles relating to auditor independence as set
Under the terms of this policy the premium paid by the
out in Code of Conduct APES 110, Code of Ethics for
Company is not permitted to be disclosed.
Professional Accountants, issued by the Accounting
The liabilities insured are legal costs that may be Professional & Ethical Standards Board, including
incurred in defending civil or criminal proceedings that reviewing or auditing the external auditor’s own
may be brought against the D&O in their capacity as work, acting in a management or a decision-making
D&O of the Company, and any other payments arising capacity for the Company, acting as advocate for
from liabilities incurred by the D&O in connection with the Company or jointly sharing economic risk and
such proceedings, other than where such liabilities arise rewards.
out of conduct involving a wilful breach of duty by the
External Auditor
D&O or the improper use by the D&O of their position
Deloitte Touche Tohmatsu continues in office in
or of information to gain advantage for themselves or
accordance with section 327 of the Corporations Act 2001.
someone else or to cause detriment to the Company.
A copy of the auditors’ independence declaration as
It is not possible to apportion the premium between
required under section 307C of the Corporations Act 2001
amounts relating to the insurance against legal costs
is set out on page 40.
and those relating to other liabilities.
This report is made in accordance with a resolution of
Non-Audit Services
the directors made pursuant to Section 298(2) of the
The Company may decide to employ the external auditor
Corporations Act 2001.
on assignments additional to their statutory audit duties
where the external auditor’s expertise and experience
with the Group are important.
Details of the amounts paid to the external auditor for
Christopher Fullerton Deborah Rathjen
audit and non-audit services provided during the year Chairman Chief Executive Officer
are set out in note 25 to the financial statements. and Managing Director
Adelaide Adelaide
18 August 2010 18 August 2010
40
DIRECTORS’
REPORT
41
ANNUAL FINANCIAL
STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2010
TABLE OF
CONTENTS
41 ANNUAL FINANCIAL STATEMENTS
42 STATEMENT OF COMPREHENSIVE INCOME
43 STATEMENT OF FINANCIAL POSITION
44 STATEMENT OF CASH FLOWS
45 CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
46 PARENT ENTITY STATEMENT OF CHANGES IN EQUITY
47 NOTES TO THE FINANCIAL STATEMENTS
87 DIRECTORS’ DECLARATION
88 INDEPENDENT AUDIT REPORT
This financial statement covers both Bionomics Limited (“Bionomics”) as an individual entity and the
Group consisting of Bionomics and its subsidiaries. A description of the nature of the Group’s
operations and its principal activities is included throughout the Annual Report and the Directors’
Report. The financial statement is presented in Australian dollars.
Bionomics is a company limited by shares, incorporated and domiciled in Australia. It is listed on the
ASX (ASX code: BNO) and its registered office is 31 Dalgleish Street, Thebarton, SA 5031.
Through the internet, we have ensured that our corporate reporting is timely, complete and available
globally at minimum cost to the company. All press releases, financial statements and other
information are available of our website www.bionomics.com.au
42
STATEMENT OF
COMPREHENSIVE INCOME
FOR THE FINANCIAL YEAR ENDED 30 JUNE 2010
CONSOLIDATED PARENT ENTITY
2010 2009 2010 2009
Note $ $ $ $
Revenue 4 3,848,469 4,296,496 2,287,106 2,685,249
Other Income 4 34,618 311,291 0 311,291
Gross profit 3,883,087 4,607,787 2,287,106 2,996,540
Expenses 5
Administrative 1,827,018 1,752,309 2,158,436 1,701,381
Financing costs 247,850 283,047 238,190 274,980
Occupancy 958,512 1,032,460 746,506 750,649
Compliance 477,334 335,633 414,240 264,576
Research and development 8,586,455 8,103,521 7,204,851 6,797,627
Loss before tax (8,214,082) (6,899,183) (8,475,117) (6,792,673)
Income tax benefit 6 0 36,884 0 41,748
LOSS FOR THE YEAR AFTER INCOME TAX
FROM CONTINUING OPERATIONS (8,214,082) (6,862,299) (8,475,117) (6,750,925)
Other comprehensive income
Exchange differences arising on translation
of foreign operations (294,756) (49,301) 0 0
Land and building revaluation 0 139,161 0 139,161
Income tax effect 0 (41,748) 0 (41,748)
TOTAL COMPREHENSIVE INCOME FOR
THE YEAR (8,508,838) (6,814,187) (8,475,117) (6,653,512)
EARNINGS PER SHARE FROM CONTINUING OPERATIONS
CONSOLIDATED
2010 2009
Note cents cents
Basic and diluted loss per share 30 (2.7) (2.8)
The above statement of comprehensive income should be read in conjunction with the accompanying notes.
43
STATEMENT OF
FINANCIAL POSITION
AS AT 30 JUNE 2010
CONSOLIDATED PARENT ENTITY
2010 2009 2010 2009
Note $ $ $ $
CURRENT ASSETS
Cash and cash equivalents 7 12,612,244 4,757,200 12,497,306 4,547,681
Trade and other receivables 8 847,104 775,439 2,237,072 3,218,469
Inventories 9 113,075 122,400 0 0
Other assets 10 323,640 232,466 129,660 104,200
TOTAL CURRENT ASSETS 13,896,063 5,887,505 14,864,038 7,870,350
NON-CURRENT ASSETS
Other financial assets 11 0 0 8,561,280 8,561,280
Property, plant and equipment 12 7,907,530 8,379,180 7,695,764 8,101,388
Intangible assets 13 9,710,878 10,458,001 0 0
Deferred Tax Asset 18 0 0 264,679 264,679
TOTAL NON-CURRENT ASSETS 17,618,408 18,837,181 16,521,723 16,927,347
TOTAL ASSETS 31,514,471 24,724,686 31,385,761 24,797,697
CURRENT LIABILITIES
Trade and other payables 14 1,937,712 1,610,855 1,237,691 1,131,468
Borrowings 15 626,944 529,016 626,944 529,016
Provisions 16 600,642 542,061 497,909 467,731
Other liabilities 17 70,396 108,991 0 25,000
TOTAL CURRENT LIABILITIES 3,235,694 2,790,923 2,362,544 2,153,215
NON-CURRENT LIABILITIES
Other payables 14 50,000 50,000 50,000 50,000
Borrowings 15 2,692,209 3,164,869 2,692,209 3,164,869
Provisions 16 70,680 24,326 70,680 24,326
TOTAL NON-CURRENT LIABILITIES 2,812,889 3,239,195 2,812,889 3,239,195
TOTAL LIABILITIES 6,048,583 6,030,118 5,175,433 5,392,410
NET ASSETS 25,465,888 18,694,568 26,210,328 19,405,287
EQUITY
Issued capital 19 75,114,469 59,969,571 75,114,469 59,969,571
Reserves 20 3,187,102 3,346,598 3,670,173 3,534,913
Accumulated losses 21 (52,835,683) (44,621,601) (52,574,314) (44,099,197)
TOTAL EQUITY 25,465,888 18,694,568 26,210,328 19,405,287
The above statement of financial position should be read in conjunction with the accompanying notes.
44
STATEMENT OF
CASH FLOWS
FOR THE FINANCIAL YEAR ENDED 30 JUNE 2010
CONSOLIDATED PARENT ENTITY
2010 2009 2010 2009
Note $ $ $ $
Cash flows from operating activities
Grants received (including GST) 34,618 330,135 0 330,135
Receipts from customers (including GST) 3,273,698 5,589,454 1,507,260 4,157,377
Payments to suppliers and employees
(including GST) (10,160,091) (10,622,665) (8,330,759) (9,325,665)
(6,851,775) (4,703,076) (6,823,499) (4,838,153)
Financing costs (247,850) (283,047) (238,190) (274,980)
Net cash outflow from operating activities 28 (7,099,625) (4,986,123) (7,061,689) (5,113,133)
Cash flows from investing activities
Interest received 467,869 286,821 467,185 282,953
Payments for purchases of property, plant &
equipment (42,911) (106,681) (25,169) (84,987)
Payments for purchases of intangibles (2,992) (3,666) 0 0
Net cash inflow from investing activities 421,966 176,474 442,016 197,966
Cash flows from financing activities
Repayment of borrowings (400,430) (440,680) (400,430) (440,680)
Proceeds from borrowings 25,698 26,814 25,698 26,814
Proceeds from share issues (net of expenses) 14,944,030 3,739,382 14,944,030 3,739,382
Net cash inflow/(outflow) from
financing activities 14,569,298 3,325,516 14,569,298 3,325,516
Net increase/(decrease) in cash
and cash equivalents 7,891,639 (1,484,133) 7,949,625 (1,589,651)
Cash at the beginning of the financial year 4,757,200 6,280,480 4,547,681 6,164,645
Effect of exchange rate changes on the
balances of cash held in foreign currency (36,595) (39,147) 0 (27,313)
Cash and cash equivalents at the
end of the year 7 12,612,244 4,757,200 12,497,306 4,547,681
Non-cash financing activities 29
The above statement of cash flows should be read in conjunction with the accompanying notes.
45
CONSOLIDATED STATEMENT
OF CHANGES IN EQUITY
FOR THE FINANCIAL YEAR ENDED 30 JUNE 2010
Foreign
currency Share based Asset
Issued translation payments revaluation Accumulated
capital reserve reserve reserve losses Total
Consolidated $ $ $ $ $ $
Balance at 1 July 2008 56,098,888 (139,014) 918,757 2,408,096 (37,759,302) 21,527,425
Loss for the period 0 0 0 0 (6,862,299) (6,862,299)
Exchange differences
on translation of
foreign operations 0 (49,301) 0 0 0 (49,301)
Net land and building
revaluation 0 0 0 97,413 0 97,413
Total comprehensive
income for the period 0 (49,301) 0 97,413 (6,862,299) (6,814,187)
Employee share
options 0 0 110,647 0 0 110,647
Contributions of equity,
net of transaction costs 3,870,683 0 0 0 0 3,870,683
Balance at 30 June 2009 59,969,571 (188,315) 1,029,404 2,505,509 (44,621,601) 18,694,568
Balance at 1 July 2009 59,969,571 (188,315) 1,029,404 2,505,509 (44,621,601) 18,694,568
Loss for the period 0 0 0 0 (8,214,082) (8,214,082)
Exchange differences
on translation of
foreign operations 0 (294,756) 0 0 0 (294,756)
Total comprehensive
income for the period 0 (294,756) 0 0 (8,214,082) (8,508,838)
Employee share
options 0 0 135,260 0 0 135,260
Contributions of equity,
net of transaction costs 15,144,898 0 0 0 0 15,144,898
Balance at 30 June 2010 75,114,469 (483,071) 1,164,664 2,505,509 (52,835,683) 25,465,888
The above consolidated statement of changes in equity should be read in conjunction with the accompanying notes.
46
PARENT ENTITY STATEMENT
OF CHANGES IN EQUITY
FOR THE FINANCIAL YEAR ENDED 30 JUNE 2010
Share based Asset
Issued payments revaluation Accumulated
capital reserve reserve losses Total
Parent $ $ $ $ $
Balance at 1 July 2008 56,098,888 918,757 2,408,096 (37,348,272) 22,077,469
Loss for the period 0 0 0 (6,750,925) (6,750,925)
Net land and building revaluation 0 0 97,413 0 97,413
Total comprehensive income for
the period 0 0 97,413 (6,750,925) (6,653,512)
Employee share options 0 110,647 0 0 110,647
Contributions of equity, net of
transaction costs 3,870,683 0 0 0 3,870,683
Balance at 30 June 2009 59,969,571 1,029,404 2,505,509 (44,099,197) 19,405,287
Balance at 1 July 2009 59,969,571 1,029,404 2,505,509 (44,099,197) 19,405,287
Loss for the period 0 0 0 (8,475,117) (8,475,117)
Net land and building revaluation 0 0 0 0 0
Total comprehensive income for
the period 0 0 0 (8,475,117) (8,475,117)
Employee share options 0 135,260 0 0 135,260
Contributions of equity, net of
transaction costs 15,144,898 0 0 0 15,144,898
Balance at 30 June 2010 75,114,469 1,164,664 2,505,509 (52,574,314) 26,210,328
The above parent entity statement of changes in equity should be read in conjunction with the accompanying notes.
47
NOTES TO THE
FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 30 JUNE 2010
TABLE OF
CONTENTS NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES 48
NOTE 2: CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS 54
NOTE 3: SEGMENT INFORMATION 54
NOTE 4: REVENUE AND OTHER INCOME 57
NOTE 5: EXPENSES 58
NOTE 6: INCOME TAX EXPENSE 58
NOTE 7: CASH AND CASH EQUIVALENTS 60
NOTE 8: TRADE AND OTHER RECEIVABLES 60
NOTE 9: INVENTORIES 61
NOTE 10: OTHER ASSETS 61
NOTE 11: OTHER FINANCIAL ASSETS 61
NOTE 12: PROPERTY, PLANT AND EQUIPMENT 62
NOTE 13: INTANGIBLE ASSETS 65
NOTE 14: TRADE AND OTHER PAYABLES 67
NOTE 15: BORROWINGS 67
NOTE 16: PROVISIONS 68
NOTE 17: OTHER LIABILITIES 68
NOTE 18: DEFERRED TAX ASSETS AND LIABILITIES 68
NOTE 19: ISSUED CAPITAL 71
NOTE 20: RESERVES 76
NOTE 21: ACCUMULATED LOSSES 77
NOTE 22: CONTINGENCIES 77
NOTE 23: FINANCIAL INSTRUMENTS 77
NOTE 24: KEY MANAGEMENT PERSONNEL DISCLOSURES 80
NOTE 25: EXTERNAL AUDITORS’ REMUNERATION 80
NOTE 26: COMMITMENTS FOR EXPENDITURE 81
NOTE 27: EVENTS OCCURRING AFTER REPORTING DATE 82
NOTE 28: CASH FLOW INFORMATION 82
NOTE 29: NON-CASH FINANCING ACTIVITIES 83
NOTE 30: LOSS PER SHARE 83
NOTE 31: RELATED PARTY TRANSACTIONS 84
48
NOTES TO THE
FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 30 JUNE 2010
NOTE 1: SUMMARY OF SIGNIFICANT (b) PRINCIPLES OF CONSOLIDATION
ACCOUNTING POLICIES The consolidated financial statements comprise the
The principal accounting policies adopted in the financial statements of Bionomics and its subsidiaries
preparation of the financial statement are set out below. as at 30 June 2010.
These policies have been consistently applied to all the
The financial statements of the subsidiaries are
periods presented, unless otherwise stated. The financial
prepared for the same reporting period as the parent
statement includes separate financial statements for
entity, using consistent accounting policies where
Bionomics as an individual entity and the Group consisting
possible. Adjustments are made to bring into line any
of Bionomics and its subsidiaries.
dissimilar accounting policies that may exist.
(a) BASIS OF PREPARATION
All intercompany balances and transactions,
This general purpose financial statement has been
including unrealised profits arising from intra-group
prepared in accordance with Accounting Standards,
transactions, have been eliminated in full. Unrealised
the Corporations Act 2001 and other requirements of
losses are eliminated unless costs cannot be
the law.
recovered.
Compliance with IFRS
Subsidiaries are consolidated from the date on which
Australian Accounting Standards include AIFRS.
control is obtained and cease to be consolidated from
Compliance with AIFRS ensures that the consolidated
the date on which control ceases.
financial statements and notes of the Company and
the Group comply with the International Financial Where there is loss of control of a subsidiary, the
Reporting Standards (IFRS). The financial statements consolidated financial statements include the results
were authorised for issue by the directors on for the part of the reporting period during which the
18 August 2010. Company has control.
Historical Cost Convention Subsidiaries have been included in the consolidated
These financial statements have been prepared financial statements using the acquisition method of
under the historical cost convention, as modified by accounting as discussed in note 1(g).
the revaluation of certain classes of financial assets, (c) FOREIGN CURRENCY TRANSLATION
property plant and equipment, and liabilities at fair (i) Functional and Presentation Currency
value. Items included in the financial statements of each
Critical Accounting Estimates of the Group’s entities are measured using the
The preparation of financial statements in conformity currency of the primary economic environment in
with AIFRS requires the use of certain critical which the entity operates (the functional currency).
accounting estimates. It also requires management The consolidated financial statements are
to exercise its judgement in the process of applying presented in Australian dollars which is Bionomics’
the Group’s accounting policies. The areas involving functional and presentation currency.
a higher degree of judgement or complexity, or areas (ii) Transactions and Balances
where assumptions and estimates are significant to Foreign currency transactions are translated
the financial statements are disclosed in note 2. into the functional currency using the exchange
rates prevailing at the dates of the transactions.
Foreign exchange gains and losses resulting from
the settlement of such transactions and from
the translation at period-end exchange rates
of monetary assets and liabilities denominated
in foreign currencies are recognised in other
comprehensive income.
49
(iii) Group Companies Revenue from a contract to provide services is
The results and financial position of all the Group recognised by reference to the stage of completion of
entities that have a functional currency different the contract.
from the presentation currency (Australian
(e) GOVERNMENT GRANTS
dollars) are translated into the presentation
Grants from the government are recognised at their
currency as follows:
fair value where there is a reasonable assurance
,assets and liabilities for each statement of that the grant will be received and the Group will
financial position presented are translated at comply with all attached conditions. Grants relating
the closing rate at the date of that statement; to cost reimbursement are recognised in the profit
,income and expenses for each statement of or loss in the period when the costs were incurred.
comprehensive income are translated at the Grants relating to asset purchases are recognised as
average exchange rate for the period; and deferred income on the statement of financial position
,all resulting exchange differences are and transferred to the profit or loss evenly over the
recognised as a separate component of expected life of those assets.
equity upon consolidation.
(f) INCOME TAX
Goodwill and fair value adjustments arising on the The income tax expense or revenue for the period
acquisition of a foreign entity are treated as assets is the tax payable on the current period’s taxable
and liabilities of the foreign entity and translated at income based on the national income tax rate for each
the closing rate. jurisdiction adjusted by changes in deferred tax assets
(d) REVENUE RECOGNITION and liabilities attributable to temporary differences
Interest revenue is recognised on an accruals basis between the tax bases of assets and liabilities and
using the effective interest rate method. their carrying amounts in the financial statements, and
to unused tax losses.
License and service income is recognised in
accordance with the underlying agreement. Rental Deferred tax assets and liabilities are recognised for
income is recognised on a straight line basis over the temporary differences at the tax rates expected to
term of the lease. apply when the assets are recovered or liabilities are
settled, based on those tax rates which are enacted
Where a license agreement has a fixed fee in a non or substantively enacted for each jurisdiction. The
cancellable contract which permits the licensee relevant tax rates are applied to the cumulative
to exploit those rights freely and the Group has no amounts of deductible and taxable temporary
remaining obligations to perform, the fee is treated as differences to measure the deferred tax asset or
a sale. Where these conditions have not been met, the liability. An exception is made for certain temporary
license fee is amortised over the life of the licensing differences arising from the initial recognition of an
agreement. asset or a liability. No deferred tax asset or liability is
License revenues received in respect of future recognised in relation to these temporary differences
accounting periods are deferred until the Group if they arose in a transaction, other than a business
has fulfilled its obligations under the terms of the combination, that at the time of the transaction did not
agreement. Where revenue has been deferred because affect either accounting profit or taxable profit or loss.
the company has future performance obligations, Deferred tax assets are recognised for deductible
revenue is recognised as the Group’s performance temporary differences and unused tax losses only
obligations are satisfied. Any costs incurred relating to if it is probable that future taxable amounts will be
this future revenue are also deferred. available to utilise those temporary differences and
Unamortised license fee revenue is recognised in the losses.
statement of financial position as deferred income. Current and deferred tax balances attributable
Research and development work performed for a fee to amounts recognised directly in equity are also
is recognised based on the stage of completion of the recognised directly in equity.
research and development.
50
NOTES TO THE
FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 30 JUNE 2010
(i) Tax Consolidation Legislation acquisition over the fair value of the identifiable net
Bionomics and its wholly-owned Australian assets acquired is recorded as goodwill. If the cost of
controlled entities have implemented the tax acquisition is less than the fair value of the net assets
consolidation legislation effective 31 of the subsidiary acquired, the difference is
December 2005. recognised directly in the income statement, but
only after a reassessment of the identification and
The head entity, Bionomics, and the controlled
measurement of the net assets acquired.
entities in the tax consolidated group account for
their own current and deferred tax amounts. Where some future payment that is contingent on
These tax amounts are measured as if each entity certain events happening is a part of the purchase
in the tax consolidated group continues to be a stand agreement, the additional consideration is brought
alone taxpayer in its own right. to account when it is probable that those events will
occur.
In addition to its own current and deferred tax
amounts, Bionomics also recognises the current Where settlement of any part of cash consideration
tax liabilities (or assets) and the deferred tax assets is deferred, the amounts payable in the future are
arising from unused tax losses and unused tax discounted to their present value as at the date of
credits assumed from controlled entities in the tax the acquisition. The discount rate used is the entity’s
consolidated group. incremental borrowing rate, being the rate at which
a similar borrowing could be obtained from an
Assets or liabilities arising under tax funding
independent financier under comparable terms and
agreements with the tax consolidated entities are
conditions.
recognised as amounts receivable from or payable
to other entities in the group. (h) IMPAIRMENT OF ASSETS
Assets that have an indefinite useful life are not
Any difference between the amounts assumed
subject to amortisation and are tested annually for
and amounts receivable or payable under the tax
impairment and whenever there is an indication
funding agreement are recognised as a contribution
that the asset may be impaired. Assets that are
to (or distribution from) wholly-owned tax
subject to depreciation or amortisation are reviewed
consolidated entities.
for impairment whenever events or changes in
(g) ACQUISITIONS OF ASSETS circumstances indicate that the carrying amount may
The acquisition method of accounting is used not be recoverable. An impairment loss is recognised
for all acquisitions of assets (including business for the amount by which the asset’s carrying amount
combinations) regardless of whether equity exceeds its recoverable amount. For the purposes
instruments or other assets are acquired. Cost is of assessing impairment, assets are grouped at
measured as the fair value of the assets given up, the lowest levels for which there are separately
shares issued or liabilities undertaken at the date of identifiable cash flows (cash generating units).
acquisition plus incidental costs directly attributable
(i) CASH AND CASH EQUIVALENTS
to the acquisition. Where equity instruments are
Cash and cash equivalents includes cash on hand,
issued in an acquisition, the value of the instruments
deposits held at call with financial institutions, other
is their market price as at the acquisition date, unless
short term, highly liquid investments with original
the notional price at which they could be placed in the
maturities of three months or less that are readily
market is a better indicator of fair value. Transaction
convertible to known amounts of cash and which are
costs arising on the issue of equity instruments are
subject to an insignificant risk of changes in value, and
recognised directly in equity.
bank overdrafts. Bank overdrafts are shown within
Identifiable assets acquired and liabilities and borrowings in current liabilities on the statement of
contingent liabilities assumed in a business financial position.
combination are measured initially at their fair values
at the acquisition date. The excess of the cost of
51
(j) TRADE RECEIVABLES The depreciable amount of all fixed assets is
All trade debtors are recognised at the fair value of depreciated over their useful lives commencing from
amounts receivable as they are due for settlement no the time the asset is held ready for use, on either a
more than 30 days from the date of recognition. prime or diminishing value basis depending on the type
of asset.
Collectability of trade debtors is reviewed on
an ongoing basis. Debts which are known to be The gain or loss on disposal of all fixed assets is
uncollectible are written off. A provision for doubtful determined as the difference between the carrying
debts is raised when some doubt as to collection amount of the asset at the time of disposal and the
exists. The amount of the provision is the difference proceeds of disposal, and is included in profit or loss
between the carrying amount and the present value of in the year of disposal.
future cash flows, discounted at the effective interest
The depreciation rates for each class of depreciable
rate. The amount of the provision is recognised in profit
assets are:
or loss.
,Administrative plant & equipment 20 – 40 %
(k) INVENTORIES ,Scientific plant & equipment 20 – 40 %
Raw materials and stores are stated at the lower of ,Refrigeration plant and equipment 33%
cost and net realisable value. ,Building 2.50 %
(l) PROPERTY, PLANT AND EQUIPMENT ,Building fit out 3 – 20 %
Land and buildings are shown at fair value, based on
periodic, but at least triennial, valuations by external (m) FINANCIAL ASSETS
independent valuers, less subsequent depreciation Investments are recognised and derecognised on trade
for buildings. Any accumulated depreciation at the date where the purchase or sale of an investment is
date of revaluation is eliminated against the gross under a contract whose terms require delivery of the
carrying amount of the asset and the net amount is investment within the timeframe established by the
restated to the revalued amount of the asset. All other market concerned, and are initially measured at fair
plant and equipment are brought to account at cost value, plus transaction costs except for those financial
less any accumulated depreciation or any recognised assets classified as at fair value through profit or loss
impairment losses, where applicable. The directors which are initially measured at fair value.
have taken reasonable steps to ensure that property, Subsequent to initial recognition, investments in
plant and equipment are not carried at amounts that are subsidiaries are measured at cost in the Company
in excess of their recoverable amounts at balance date. financial statements.
Increases in the carrying amounts arising on (i) Loans and Receivables
revaluation of land and buildings are credited, net of Trade receivables, loans, and other receivables
tax, to other comprehensive income. To the extent that have fixed or determinable payments that are
that the increase reverses a decrease previously not quoted in an active market are classified as
recognised in profit or loss, the increase is first ‘loans and receivables’. Loans and receivables are
recognised in profit or loss. Decreases that reverse measured at amortised cost using the effective
previous increases of the same asset are first charged interest method less impairment.
against revaluation reserves directly in equity to the
extent of the remaining reserve attributable to the Interest income is recognised by applying the
asset; all other decreases are charged to profit or loss. effective interest rate.
Depreciation on revalued buildings is charged to profit (ii) Impairment of Financial Assets
and loss. On the subsequent sale or retirement of a Financial assets, other than those at fair value
revalued property, the attributable revaluation surplus through profit or loss, are assessed for indicators
remaining in the revaluation reserve, net of tax, is of impairment at each reporting date. Financial
transferred directly to retained earnings. Land is not assets are impaired where there is objective
depreciated. evidence that as a result of one or more events
52
NOTES TO THE
FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 30 JUNE 2010
that occurred after the initial recognition of the (o) RESEARCH AND DEVELOPMENT
financial asset the estimated future cash flows of Expenditure on research activities, undertaken with
the investment have been impacted. the prospect of obtaining new scientific or technical
knowledge and understanding, is recognised in the
For financial assets carried at amortised cost, the
income statement as an expense when it is incurred.
amount of the impairment is the difference between
the asset’s carrying amount and the present value (p) TRADE AND OTHER PAYABLES
of estimated future cash flows, discounted at the These amounts represent liabilities for goods and
original effective interest rate. services provided to the Group prior to the end of
financial year which are unpaid. The amounts are
The carrying amount of financial assets including
unsecured and are usually paid within 30 days of
uncollectible trade receivables is reduced by the
recognition.
impairment loss through the use of an allowance
account. Subsequent recoveries of amounts (q) EMPLOYEE BENEFITS
previously written off are credited against the (i) Wages and Salaries, Annual Leave and Sick Leave
allowance account. Changes in the carrying amount Liabilities for wages and salaries, including non-
of the allowance account are recognised in profit monetary benefits and annual leave in respect of
or loss. employees’ services up to the reporting date and
expected to be settled within 12 months of the
(n) INTANGIBLE ASSETS
reporting date are recognised in liabilities and
(i) Intellectual Property
are measured at the amounts expected to be paid
Acquired intellectual property is recognised as
when the liabilities are settled. Liabilities for non-
an asset at cost and amortised over its useful life.
accumulating sick leave are recognised when the
Intellectual property with a finite life is amortised
leave is taken at the rates paid.
on a straight line basis over that life. Intellectual
property with an indefinite useful life is subjected to (ii) Long Service Leave
an annual impairment review. There is currently no The liability for long service leave is recognised in
intellectual property with an indefinite life. the provision for employee benefits in respect of
services provided by employees up to the reporting
Current useful life of all existing intellectual
date and measured as the present value of expected
property is 15 years.
future payments to be made.
The assets’ residual values and useful lives are
(iii) Superannuation
reviewed, and adjusted if appropriate, at each
Contributions are made to employee
balance date.
superannuation funds and are charged as expenses
(ii) Goodwill when incurred. These contributions are made
Goodwill is initially recorded at the amount by to external superannuation funds and are not
which the purchase price for a business or for an defined benefits programs. Consequently there is
ownership interest in a controlled entity exceeds no exposure to market movements on employee
the fair value attributed to its net identifiable superannuation liabilities or entitlements.
assets, including any associated deferred tax
(iv) Share Based Payments
assets and liabilities, at date of acquisition.
Share based compensation benefits are provided
Goodwill on acquisitions of subsidiaries is included
to employees via the Bionomics ESOP and an
in intangible assets.
Employee Share Plan.
Goodwill acquired in business combinations is
The fair value of shares issued to employees for
not amortised. Instead, goodwill is tested for
no cash consideration under the Employee Share
impairment annually and is carried at cost less
Plan is recognised as an employee benefits expense
accumulated impairment losses. Gains and losses
with a corresponding increase in equity. The fair
on the disposal of an entity include the carrying
value is measured at grant date and recognised
amount of goodwill relating to the entity sold.
over the period during which the employees become
Goodwill is allocated to cash generating units for
unconditionally entitled to the shares.
the purpose of impairment testing.
53
The Bionomics ESOP was approved by the Borrowings are classified as current liabilities
Board and shareholders in 2008. Staff eligible to unless the Group has an unconditional right to defer
participate in the plan are those who have been a settlement of the liability for at least 12 months after
full time or part time employee of the Company for the balance sheet date.
a period of not less than six months or a director of
(s) BORROWING COSTS
the Company.
Borrowing costs incurred for the construction of any
Options are granted under the plan for no qualifying asset are capitalised during the period of
consideration and vest equally over five years, time that is required to complete and prepare the asset
unless they are bonus options which vest for its intended use or sale. Other borrowing costs are
immediately. expensed.
Share options granted before 7 November 2002 (t) LEASES
and/or vested before 1 January 2005 Leases of property, plant and equipment where the
No expense is recognised in respect of these Group has substantially all the risks and rewards of
options. The shares are recognised when the ownership are classified as finance leases. Finance
options are exercised and the proceeds received leases are capitalised at the lease’s inception at the
allocated to share capital. lower of the fair value of the leased property and
the present value of the minimum lease payments.
Share options granted after 7 November
The corresponding rental obligations, net of finance
2002 and vested after 1 January 2005
charges, are included in other long term payables.
The fair value of options granted under the
Each lease payment is allocated between the liability
Bionomics ESOP is recognised as an employee
and finance charges so as to achieve a constant rate on
benefit expense with a corresponding increase in
the finance balance outstanding. The interest element
equity. The fair value is measured at grant date
of the finance cost is charged to the profit or loss over
and recognised over the period during which the
the lease period so as to produce a constant periodic
employees become unconditionally entitled to the
rate of interest on the remaining balance of the liability
options.
for each period. The property, plant and equipment
The amounts disclosed as remuneration relating acquired under finance leases is depreciated over the
to options are the assessed fair values at grant shorter of the asset’s useful life and the lease term.
date of those options allocated equally over the
Leases in which a significant portion of the risks and
period from grant date to vesting date. Fair values
rewards of ownership are retained by the lessor are
at grant date are independently determined using a
classified as operating leases. Payments made under
Black-Scholes option pricing model that takes into
operating leases (net of any incentives received from
account the exercise price, the term of the option,
the lessor) are charged to profit or loss on a straight-
the vesting and performance criteria, the impact of
line basis over the period of the lease.
dilution, the non-tradeable nature of the option, the
share price at grant date, expected price volatility Lease income from operating leases is recognised in
of the underlying share, the expected dividend yield income on a straight-line basis over the lease term.
and the risk-free interest rate for the term of the
(u) CONTRIBUTED EQUITY
option.
Ordinary shares are classified as equity.
(r) BORROWINGS
Incremental costs directly attributable to the issue
Borrowings are initially recognised at fair value,
of new shares or options, or for the acquisition of a
net of transaction costs incurred. Borrowings are
business, are deducted directly from equity.
subsequently measured at amortised cost. Any
difference between the proceeds (net of transaction
costs) and the redemption amount is recognised in
profit or loss over the period of the borrowings using
the effective interest method.
54
NOTES TO THE
FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 30 JUNE 2010
(v) EARNINGS/(LOSS) PER SHARE NOTE 2: CRITICAL ACCOUNTING ESTIMATES
(i) Basic Earnings/(loss) per Share AND JUDGEMENTS
Basic earnings/(loss) per share is calculated by Estimates and judgements are continually evaluated
dividing the profit/(loss) attributable to equity and are based on historical experience and other factors,
holders of the company, excluding any costs of including expectations of future events that may have a
servicing equity other than ordinary shares, by financial impact on the entity and that are believed to be
the weighted average number of ordinary shares reasonable under the circumstances.
outstanding during the year, adjusted for bonus
(a) Critical Accounting Estimates and Judgements
elements in ordinary shares issued during the year.
The Group makes estimates and assumptions
(ii) Diluted Earnings/(loss) per Share concerning the future. The resulting accounting
Diluted earnings/(loss) per share adjusts the estimates will, by definition, seldom equal the related
figures used in the determination of basic earnings actual results. The estimates and assumptions
per share to take into account the after income that have a significant risk of causing a material
tax effect of interest and other financing costs adjustment to the carrying amounts of assets and
associated with dilutive potential ordinary shares liabilities are discussed below.
and the weighted average number of shares
Estimated Impairment of Goodwill and Intangibles
assumed to have been issued for no consideration
Determining whether goodwill and intangibles are
in relation to options.
impaired requires an estimation of the value in use of
(w) GOODS AND SERVICES TAX (GST) the cash-generating units to which goodwill has been
Revenues, expenses and assets are recognised net of allocated. The value in use calculation requires the
the amount of associated GST, unless the GST incurred entity to estimate the future cash flows expected to
is not recoverable from the taxation authority. In this arise from the cash-generating units and a suitable
case it is recognised as part of the cost of acquisition of discount rate in order to calculate present value.
the asset or as part of the expense.
The carrying amount of goodwill at balance date was
Receivables and payables are stated inclusive of $5,147,990 (2009: $5,147,990).
the amount of GST receivable or payable. The net
The carrying amount of intangibles at balance date
amount of GST recoverable from, or payable to, the
was $9,710,878 (2009: $10,458,001).
taxation authority is included with other receivables or
payables in the statement of financial position. No impairment costs have been recognised in the
current or previous financial years.
Cash flows are presented on a gross basis. The GST
component of cash flow arising from investing or
NOTE 3: SEGMENT INFORMATION
financing activities which are recoverable from, or
The Group has adopted AASB 8 Operating Segments
payable to the taxation authority, are presented as
with effect from 1 July 2009. AASB 8 requires operating
operating cash flow.
segments to be identified on the basis of internal reports
(x) NEW ACCOUNTING STANDARDS AND about components of the Group that are regularly
INTERPRETATIONS reviewed by the chief operating decision maker in
In the current year, the entity has adopted all of the order to allocate resources to the segment and to
new and revised Standards and Interpretations issued assess its performance. In contrast, the predecessor
by the Australian Accounting Standards Board (the Standard (AASB 114 Segment Reporting) required an
AASB) that are relevant to its operations and effective entity to identify two sets of segments (business and
for the current annual reporting period. geographical), using a risks and rewards approach, with
the entity’s “system of internal financial reporting to key
Various other Standards and Interpretations were
management personnel” serving only as the starting
on issue but were not yet effective at the date of
point for the identification of such segments. As a result,
authorisation of the financial statement. The issue of
following the adoption of AASB 8, the identification of the
these Standards and Interpretations do not affect the
Group’s reportable segments has changed.
Group’s present policies and operations. The directors
anticipate that the adoption of these Standards and In prior years, segment information reported externally
Interpretations in future periods will not materially was analysed on the basis of there being one business
affect the amounts recognised in the financial segment, drug discovery and development. However
statements of the Company or the Group but may information reported to the Board of Directors for the
change the disclosure presently made in the financial purpose of resource allocation and assessment of
statements of the Company or the Group.
55
NOTE 3: SEGMENT INFORMATION (CONT.)
performance clearly separates the Bionomics Group into best compound with a view to commercialisation of the
three distinct reportable segments: compound. Contract services is the provision of scientific
,Drug discovery services on a fee for service basis to both external and
,Drug development internal customers.
,Contract services Information regarding these segments is presented
Drug discovery is the creation and ongoing testing of below. Amounts reported for the prior period have been
compounds to determine the best compound that matches restated to conform to the requirements of AASB 8. The
the product profile. Drug development is defined as the accounting policies of the new reportable segments are
ongoing testing including clinical trials of the the same as the Group’s accounting policies.
The following is an analysis of the Group’s revenue and results by reportable operating segment for the
periods under review:
SEGMENT REVENUE SEGMENT RESULT
YEAR ENDED YEAR ENDED
30 June 2010 30 June 2009 30 June 2010 30 June 2009
$ $ $ $
Drug discovery 1,162,406 1,665,204 (2,012,001) (588,615)
Drug development 136,810 161,364 (4,650,747) (5,339,475)
Contract services 2,747,803 2,624,986 486,117 603,186
4,047,019 4,451,554 (6,176,631) (5,324,904)
Less: Intercompany revenue included in
Contract services (887,501) (662,344) 0 0
Investment & other revenue 688,951 507,286 688,951 507,286
3,848,469 4,296,496 (5,487,680) (4,817,618)
Unallocated financing costs (90,934) (85,021)
Central administration costs (2,635,468) (1,959,660)
Loss before income tax (8,214,082) (6,862,299)
Revenue reported above for Contract services includes intersegment sales. There were no intersegment sales for
the other reportable segments. Segment result represents the result for each segment without allocation of central
administration costs and investment and other revenue. Financing costs are allocated to segments with a residual
amount being unallocated financing costs.
56
NOTES TO THE
FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 30 JUNE 2010
NOTE 3: SEGMENT INFORMATION (CONT.)
The following is an analysis of the Group’s assets by reportable operating segment:
30 June 2010 30 June 2009
$ $
Drug discovery 2,038,222 2,301,498
Drug development 7,112,259 7,324,432
Contract services 2,089,494 2,551,575
11,239,975 12,177,505
Unallocated assets 20,274,496 12,547,181
Total assets 31,514,471 24,724,686
Assets used jointly by reporting segments are allocated on the basis of employee numbers of the individual
reportable segment.
The Board of Directors receive information on liabilities for the Group as a whole as well as liability information for
the Contract services segment.
Summary of segment liabilities:
30 June 2010 30 June 2009
$ $
Contract services
(excluding intercompany liabilities) 967,564 637,706
Unallocated liabilities 5,081,019 5,392,412
Total liabilities 6,048,583 6,030,118
The Board of Directors receive information on non-current assets for the Group as a whole as well as non-current
asset information for the Contract services segment. Additions to non-current assets:
30 June 2010 30 June 2009
$ $
Contract services 20,735 87,013
Unallocated 25,168 88,652
45,903 175,665
The segment result above has been determined after including the following items:
INTEREST EXPENSE DEPRECIATION & AMORTISATION
YEAR ENDED YEAR ENDED
30 June 2010 30 June 2009 30 June 2010 30 June 2009
$ $ $ $
Drug discovery 85,563 75,700 320,526 297,089
Drug development 61,722 114,439 329,407 404,115
Contract services 9,631 7,887 170,576 235,680
Unallocated 90,934 85,021 133,912 96,744
247,850 283,047 954,421 1,033,628
57
NOTE 3: SEGMENT INFORMATION (CONT.)
The following is an analysis of the Group’s external revenue from its major products and services:
30 June 2010 30 June 2009
$ $
Contract services 1,860,302 1,962,642
Collaboration income 1,115,940 1,395,424
Other 872,227 938,430
3,848,469 4,296,496
The Group operates in two geographical areas, Australia and France. The Group’s external revenue and information
about its non-current assets* by geographical segment are detailed below:
REVENUE FROM NON-CURRENT
EXTERNAL CUSTOMERS ASSETS
YEAR ENDED YEAR ENDED
30 June 2010 30 June 2009 30 June 2010 30 June 2009
$ $ $ $
Australia 1,988,167 2,333,854 16,354,786 17,125,213
France 1,860,302 1,962,642 1,263,622 1,711,968
3,848,469 4,296,496 17,618,408 18,837,181
* Non-current assets excluding financial instruments, deferred tax assets, post employment benefit assets and assets
arising under insurance contracts.
Included in revenues for Drug discovery are revenues of $1,115,940 (2009: $1,395,424) from one party.
CONSOLIDATED PARENT ENTITY
2010 2009 2010 2009
NOTE 4: REVENUE AND OTHER INCOME $ $ $ $
Revenue
Revenue from rendering of services 1,632,078 1,942,887 0 0
Royalties 136,810 161,364 136,810 161,364
Collaboration income 1,115,940 1,395,424 1,115,940 1,395,424
Interest received/receivable on bank deposits 487,386 286,821 486,028 282,953
Rent received or receivable 230,965 237,816 230,965 221,508
Other revenue 245,290 272,184 317,363 624,000
3,848,469 4,296,496 2,287,106 2,685,249
Other income
Government Commercial Ready grant 0 188,437 0 188,437
Government EMDG grant 0 122,854 0 122,854
Foreign Government grant 34,618 0 0 0
34,618 311,291 0 311,291
There are no unfulfilled conditions or other contingencies attaching to these grants.
58
NOTES TO THE
FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 30 JUNE 2010
CONSOLIDATED PARENT ENTITY
2010 2009 2010 2009
NOTE 5: EXPENSES $ $ $ $
Loss before income tax expense includes
the following specific expenses:
Financing costs:
-Interest paid/payable on bank and other loans 241,319 271,618 231,659 263,551
-Interest obligations under finance leases 6,531 11,429 6,531 11,429
247,850 283,047 238,190 274,980
Depreciation:
- Administrative plant and equipment 39,622 55,490 16,911 26,424
- Scientific plant and equipment 81,083 105,434 45,450 52,989
- Building fit outs 158,085 207,524 158,085 207,524
- Refrigeration plant and equipment 0 24,293 0 24,293
- Building 201,870 139,161 201,870 139,161
480,660 531,902 422,316 450,391
Amortisation of non-current assets:
- Intellectual property 473,761 501,726 0 0
Rental expense on operating leases:
- Minimum lease payments 195,552 204,490 6,350 6,708
Employment benefit expenses of:
- Wages and salaries 2,768,043 2,717,032 2,175,077 2,131,640
- Superannuation 424,640 418,215 188,890 189,887
- Share based payments 336,128 241,738 336,128 241,738
3,528,811 3,376,985 2,700,095 2,563,265
Foreign currency loss/(gain) (11,492) (45,217) 332,781 (45,217)
(Profit)/loss on sale of plant and equipment 8,474 0 8,474 0
CONSOLIDATED PARENT ENTITY
2010 2009 2010 2009
NOTE 6: INCOME TAX EXPENSE $ $ $ $
(a) Income tax expense recognised in profit or loss
Current tax (withholding tax) 0 4,864 0 0
Deferred tax expense/(income) resulting from
origination and reversal of temporary differences 0 0 0 0
Benefit arising from previously unrecognised
tax losses of a prior period that is used to
reduce deferred tax expense 0 (41,748) 0 (41,748)
0 (36,884) 0 (41,748)
59
CONSOLIDATED PARENT ENTITY
2010 2009 2010 2009
NOTE 6: INCOME TAX EXPENSE (CONT.) $ $ $ $
Income tax expense is attributable to:
Profit from continuing operations 0 (36,884) 0 (41,748)
0 (36,884) 0 (41,748)
(b) Numerical reconciliation of income tax
benefit to prima facie tax benefit
Loss from continuing operations (8,214,082) (6,899,183) (8,475,117) (6,792,673)
Tax at the Australian tax rate of 30% (2009-30%) (2,464,224) (2,069,755) (2,542,535) (2,037,802)
Tax effect of amounts which are not deductible
(taxable) in calculating taxable income:
- Goodwill impairment 0 0 0 0
- Amortisation of intangibles 101,893 150,518 0 0
- Foreign Exchange reversed on consolidation (103,282) 0 0 0
- Elimination of accrued income on consolidation (28,325) 0 0 0
- Exempt income from government funding (56,076) 0 0 0
- Entertainment 848 774 848 774
- Share based payments 40,579 42,504 40,579 42,504
- Research & development expenditure (394,891) (867,681) (394,891) (867,681)
(2,903,478) (2,743,640) (2,895,999) (2,862,205)
Withholding tax paid 0 0 0 0
Net deductible temporary differences not
raised as an asset (92,141) 143,540 (92,141) 146,229
Prior year true up 464,615 (2,150,727) 447,517 (2,181,964)
Income tax benefit not recognised 2,531,004 4,713,943 2,540,623 4,856,192
Income tax benefit 0 (36,884) 0 (41,748)
(c) Amounts recognised directly in equity
Aggregate current and deferred tax arising in the
reporting period and not recognised in net profit
or loss but directly debited or credited to equity
Deferred tax
- property revaluations 0 (41,748) 0 (41,748)
0 (41,748) 0 (41,748)
(d) Unrecognised temporary differences
The following deferred tax assets have not
been brought to account as assets:
Tax losses – revenue (no set expiry period) 18,705,394 16,164,231 18,907,493 16,356,712
Unused foreign withholding tax credits (expire July 2013) 213,015 213,015 213,015 213,015
18,918,409 16,377,246 19,120,508 16,569,727
The foreign withholding tax relates to the German Tax jurisdiction. Income tax losses were incurred in the Australian
and French tax jurisdictions.
60
NOTES TO THE
FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 30 JUNE 2010
NOTE 6: INCOME TAX EXPENSE (CONT.)
(e) Tax consolidation
Relevance of tax consolidation to the Group
The Company and all its wholly-owned Australian resident entities are part of a tax-consolidated group under
Australian taxation law. Bionomics is the head entity in the tax-consolidated group. Tax expense/benefit, deferred tax
liabilities and deferred tax assets arising from temporary differences of the members of the tax-consolidated group
are recognised in the separate financial statements of the members of the tax-consolidated group using the ‘separate
taxpayer within group’ approach by reference to the carrying amounts in the separate financial statements of each
entity and the tax values applying under tax consolidation. Current tax liabilities and assets and deferred tax assets
arising from unused tax losses and relevant tax credits of the members of the tax-consolidated group are recognised
by the Company (as head entity in the tax-consolidated group).
CONSOLIDATED PARENT ENTITY
2010 2009 2010 2009
NOTE 7: CASH AND CASH EQUIVALENTS $ $ $ $
Current
Cash at the end of the financial year as shown
in the statements of cash flows is reconciled to
items in the balance sheets as follows:
Cash at bank and on hand 2,695,380 612,980 2,637,306 511,653
Deposits at call 9,916,864 4,144,220 9,860,000 4,036,028
12,612,244 4,757,200 12,497,306 4,547,681
(a) Cash at bank and on hand
The cash at bank and on hand are both non-interest bearing (2010: $1,202,802; 2009: $3,128) and interest bearing
(2010: $1,492,578; 2009: $609,852) with rates between 4.5% and 3.25% (2009: 3.75% and 2.5%).
(b) Deposits at call
The deposits at call are interest bearing at rates between 5.6% and 5.5% (2009: between 7.55% and 3.75%). These
deposits have an average maturity of 49 days (2009: 30 days).
(c) Interest rate risk
The Group’s exposure to interest rates and the effective weighted average interest rate by maturity period is set out
in note 23.
(d) Restricted cash
The Group holds $550,000 of cash in a restricted account.
CONSOLIDATED PARENT ENTITY
2010 2009 2010 2009
NOTE 8: TRADE AND OTHER RECEIVABLES $ $ $ $
Current
Trade receivables 562,226 630,127 296,480 321,609
Allowance for doubtful debts (3,039) 0 (3,039) 0
559,187 630,127 293,441 321,609
Other receivables 287,917 145,312 139,152 64,005
Amounts receivable from wholly owned
subsidiaries 0 0 1,804,479 2,832,855
847,104 775,439 2,237,072 3,218,469
61
NOTE 8: TRADE AND OTHER RECEIVABLES (CONT.)
The average credit period on sales of goods and rendering of services is 30 days. No interest is charged on the trade
receivables for the first 30 days from the date of the invoice. Thereafter, interest is charged at three times the official
cash rate on the outstanding balance. This does not apply to intercompany receivables as there is no set repayment
date. Trade receivables between 30 days and 60 days are provided for based on estimated irrecoverable amounts from
the sale of goods and rendering of services, determined by reference to past default experience.
CONSOLIDATED PARENT ENTITY
2010 2009 2010 2009
$ $ $ $
Movement in the allowance for doubtful debts
Balance at the beginning of the year 0 0 0 0
Impairment losses recognised on receivables 3,039 0 3,039 0
Balance at the end of the year 3,039 0 3,039 0
In determining the recoverability of a trade receivable, the Group considers any change in the credit quality of the trade
receivable from the date credit was initially granted up to the reporting date. The directors believe that there is no
further credit provision required in excess of the allowance for doubtful debts.
CONSOLIDATED PARENT ENTITY
2010 2009 2010 2009
NOTE 9: INVENTORIES $ $ $ $
Current
Raw materials and stores – at cost 113,075 122,400 0 0
CONSOLIDATED PARENT ENTITY
2010 2009 2010 2009
NOTE 10: OTHER ASSETS $ $ $ $
Current
Prepayments 297,404 225,073 103,424 96,807
Accrued interest & grants receivable 26,236 7,393 26,236 7,393
323,640 232,466 129,660 104,200
CONSOLIDATED PARENT ENTITY
2010 2009 2010 2009
NOTE 11: OTHER FINANCIAL ASSETS $ $ $ $
Non-Current
Shares in subsidiaries – at cost 0 0 8,561,280 8,561,280
62
NOTES TO THE
FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 30 JUNE 2010
NOTE 11: OTHER FINANCIAL ASSETS (CONT.)
Controlled entities
COUNTRY OF INCORPORATION PERCENTAGE OWNED (%)
2010 2009
Parent entity
Bionomics Limited Australia
Subsidiaries of Bionomics Limited:
Neurofit SAS France 100 100
Iliad Chemicals Pty Limited Australia 100 100
Bionomics Inc United States 100 100
Freehold Refrigera-
NOTE 12:
Administra- Scientific land and tion
PROPERTY, PLANT
tive plant & plant & Building building at plant and
AND EQUIPMENT
equipment equipment fitouts fair value equipment Total
CONSOLIDATED $ $ $ $ $ $
Gross carrying amount
at 1 July 2008 418,196 2,131,634 2,244,258 6,690,592 87,500 11,572,180
Additions 18,658 153,341 0 0 0 171,999
Disposals 0 (136,420) 0 0 0 (136,420)
Revaluations 0 0 0 0 0 0
Foreign currency
exchange differences 8,589 10,882 0 0 0 19,471
Gross carrying amount
at 1 July 2009 445,443 2,159,437 2,244,258 6,690,592 87,500 11,627,230
Additions 39,282 3,629 0 0 0 42,911
Disposals (36,310) (418,640) (7,755) 0 0 (462,705)
Revaluations 0 0 0 (201,870) 0 (201,870)
Foreign currency
exchange differences (29,988) (18,819) 0 0 0 (48,807)
Gross carrying amount
at 30 June 2010 418,427 1,725,607 2,236,503 6,488,722 87,500 10,956,759
Accumulated
depreciation amount at
1 July 2008 (247,211) (1,822,071) (821,859) 0 (63,207) (2,954,348)
Disposals 0 110,215 0 0 0 110,215
Revaluations 0 0 0 139,161 0 139,161
Foreign currency
exchange differences (4,035) (7,141) 0 0 0 (11,176)
Depreciation (note 5) (55,490) (105,434) (207,524) (139,161) (24,293) (531,902)
63
NOTE 12:
Freehold Refrigera-
PROPERTY, PLANT
Administra- Scientific land and tion
AND EQUIPMENT
tive plant & plant & Building building at plant and
(CONT.)
equipment equipment fitouts fair value equipment Total
CONSOLIDATED $ $ $ $ $ $
Accumulated
depreciation amount
at 1 July 2009 (306,736) (1,824,431) (1,029,383) 0 (87,500) (3,248,050)
Disposals 35,108 411,570 7,490 0 0 454,168
Revaluations 0 0 0 201,870 0 201,870
Foreign currency
exchange differences 16,937 6,506 0 0 0 23,443
Depreciation (note 5) (39,622) (81,083) (158,085) (201,870) 0 (480,660)
Accumulated
depreciation amount
at 30 June 2010 (294,313) (1,487,438) (1,179,978) 0 (87,500) (3,049,229)
Net Carrying amount
30 June 2009 138,707 335,006 1,214,875 6,690,592 0 8,379,180
Net Carrying amount
30 June 2010 124,114 238,169 1,056,525 6,488,722 0 7,907,530
PARENT
Gross carrying amount
at 1 July 2008 249,342 1,681,510 2,237,133 6,690,592 87,500 10,946,077
Additions 0 84,986 0 0 0 84,986
Disposals 0 0 0 0 0 0
Revaluations 0 0 0 0 0 0
Gross carrying amount
at 1 July 2009 249,342 1,766,496 2,237,133 6,690,592 87,500 11,031,063
Additions 25,169 0 0 0 0 25,169
Disposals (31,582) (420,021) (630) 0 0 (452,233)
Revaluations 0 0 0 (201,870) 0 (201,870)
Gross carrying amount
at 30 June 2010 242,929 1,346,475 2,236,503 6,488,722 87,500 10,402,129
Accumulated
depreciation amount
at 1 July 2008 (155,328) (1,585,176) (814,734) 0 (63,207) (2,618,445)
Disposals 0 0 0 0 0 0
Revaluations 0 0 0 139,161 0 139,161
Depreciation (note 5) (26,424) (52,989) (207,524) (139,161) (24,293) (450,391)
64
NOTES TO THE
FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 30 JUNE 2010
NOTE 12:
Freehold Refrigera-
PROPERTY, PLANT
Administra- Scientific land and tion
AND EQUIPMENT
tive plant & plant & Building building at plant and
(CONT.)
equipment equipment fitouts fair value equipment Total
PARENT $ $ $ $ $ $
Accumulated
depreciation amount
at 1 July 2009 (181,752) (1,638,165) (1,022,258) 0 (87,500) (2,929,675)
Disposals 28,852 414,539 365 0 0 443,756
Revaluations 0 0 0 201,870 0 201,870
Depreciation (note 5) (16,911) (45,450) (158,085) (201,870) 0 (422,316)
Accumulated
depreciation amount
at 30 June 2010 (169,811) (1,269,076) (1,179,978) 0 (87,500) (2,706,365)
Net Carrying amount
30 June 2009 67,590 128,331 1,214,875 6,690,592 0 8,101,388
Net Carrying amount
30 June 2010 73,118 77,399 1,056,525 6,488,722 0 7,695,764
Effective from the adoption of AIFRS, the Group adopted the fair value basis for land and buildings as outlined in note 1(l).
There was no depreciation during the period that was capitalised as part of the cost of other assets.
An independent valuation of the Group’s land and buildings was performed by Savills (SA) Pty Ltd to determine the fair
value of the land and buildings. The valuation, which was prepared in accordance with Australian Property Institute’s
current valuation standard, was determined using the capitalisation of market net income approach. The effective date
of the valuation was 30 June 2010.
Had the Group’s land and buildings been measured on an historical cost basis, their carrying amount would have been
as follows:
CONSOLIDATED PARENT ENTITY
2010 2009 2010 2009
$ $ $ $
Land 125,000 125,000 125,000 125,000
Buildings 3,145,145 3,241,361 3,145,145 3,241,361
3,270,145 3,366,361 3,270,145 3,366,361
Non-current assets pledged as security
Refer to note 15 for information on non-current assets pledged as security by the Company.
65
NOTE 13:
Intellectual
INTANGIBLE ASSETS
Goodwill Property Total
CONSOLIDATED $ $ $
Gross carrying amount at 1 July 2008 5,147,990 7,148,820 12,296,810
Additions 0 3,666 3,666
Disposals 0 0 0
Revaluations 0 0 0
Foreign currency exchange differences 0 130,312 130,312
Gross carrying amount at 1 July 2009 5,147,990 7,282,798 12,430,788
Additions 0 2,992 2992
Disposals 0 0 0
Revaluations 0 0 0
Foreign currency exchange differences 0 (395,498) (395,498)
Gross carrying amount at 30 June 2010 5,147,990 6,890,292 12,038,282
Accumulated amortisation amount
at 1 July 2008 0 (1,457,740) (1,457,740)
Disposals 0 0 0
Revaluations 0 0 0
Foreign currency exchange differences 0 (13,321) (13,321)
Amortisation (note 5) 0 (501,726) (501,726)
Accumulated amortisation amount
at 1 July 2009 0 (1,972,787) (1,972,787)
Disposals 0 0 0
Revaluations 0 0 0
Foreign currency exchange differences 0 119,144 119,144
Amortisation (note 5) 0 (473,761) (473,761)
Accumulated amortisation amount
at 30 June 2010 0 (2,327,404) (2,327,404)
Net Carrying amount 30 June 2009 5,147,990 5,310,011 10,458,001
Net Carrying amount 30 June 2010 5,147,990 4,562,888 9,710,878
All intangible assets are held in the consolidated entity.
(a) Intangible assets
The intellectual property includes the Company’s Multicore® technology, its BNC105 compound and its Kv1.3
compound with carrying amounts ranging from $1.3m to $2.3m. Each item is carried at its fair value as at its date of
acquisition, less accumulated amortisation charges. They have not been revalued to fair value as at 30 June 2010.
The remaining amortisation periods for each item is between nine and ten years.
66
NOTES TO THE
FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 30 JUNE 2010
NOTE 13: INTANGIBLE ASSETS (CONT.)
(b) Impairment tests
Management tests annually whether goodwill or indefinite life intangibles have suffered any impairment, in
accordance with the accounting policy stated in note 1(n)(ii). Impairment testing is performed on each of the cash
generating units identified in note 3.
Determining whether goodwill or indefinite life intangibles are impaired requires an estimation of the value in use of
the cash generating units to which goodwill or indefinite life intangible have been allocated. The value in use
calculation requires the entity to estimate the future cash flows expected to arise from the cash generating unit and a
suitable discount rate in order to calculate present value. These discount rates range between 15% for certain cash
flows and 60% for less certain cash flows.
Allocation of goodwill to CGU’s
The carrying amount of goodwill was allocated to the following CGU’s:
2010 2009
$ $
Drug discovery 0 0
Drug development 5,147,990 5,147,990
Contract services 0 0
5,147,990 5,147,990
Drug discovery rate ranging from 15% to 60% per annum (2009: 15% to
The recoverable amount of this CGU is determined based 60% per annum). The ten year period is based on industry
on a value in use calculation which uses cash flow comparables taking into account the lifecycle of the
projections based on a recent contract agreement for drug development of components.
compounds within the cash generating unit covering a ten
Management believes that application of discounted cash
year period with an appropriate terminal value, and a
flows of such a contract for one drug compound is
discount rate ranging from 15% to 60% per annum (2009:
reasonable to be applied to other compounds within the
15% to 60% per annum). The ten year period is based on
CGU at their respective development phases.
industry comparables taking into account the lifecycle of
the development of compounds. Management believes that any reasonably possible change
in the key assumptions on which recoverable amount is
Management believes that application of discounted cash
based would not cause the aggregate carrying amount to
flows of such a contract for one drug compound is
exceed the aggregate recoverable amount of the CGU.
reasonable to be applied to other compounds within the
CGU at their respective development phases. No growth rates have been included in the forecast.
Management believes that any reasonably possible change Contract services
in the key assumptions on which recoverable amount is The recoverable amount of this CGU is determined based
based would not cause the aggregate carrying amount to on a value in use calculation which uses cash flow
exceed the aggregate recoverable amount of the CGU. projections prepared by management over a five year
period using a discount rate of 15%.
No growth rates have been included in the forecast.
Annual growth rates of 2.5% per annum have been
Drug development assumed in determining the cash flow projections.
The recoverable amount of this CGU is also determined
Management believes that any reasonably possible change
based on a value in use calculation which uses cash flow
in the key assumptions on which recoverable amount is
projections based on the same contract agreement for
based would not cause the aggregate carrying amount to
drug compounds within the segment covering a ten year
exceed the aggregate recoverable amount of the CGU.
period with an appropriate terminal value, and a discount
67
CONSOLIDATED PARENT ENTITY
2010 2009 2010 2009
NOTE 14: TRADE AND OTHER PAYABLES $ $ $ $
Current
Trade payables 1,384,482 1,230,072 908,206 827,789
Accrued expenses 553,230 380,783 329,485 303,679
1,937,712 1,610,855 1,237,691 1,131,468
Non-current
Other payables 50,000 50,000 50,000 50,000
The average credit period on purchases of goods is 45 days. No interest is paid on the trade payables. The Group has
financial risk management policies in place to ensure that all payables are paid within the credit timeframe.
CONSOLIDATED PARENT ENTITY
2010 2009 2010 2009
NOTE 15: BORROWINGS $ $ $ $
Secured – at amortised cost
Finance lease liabilities (i) 67,970 91,622 67,970 91,622
Building loan agreement (ii) 2,700,620 3,051,700 2,700,620 3,051,700
Bank loan (iii) 550,563 550,563 550,563 550,563
3,319,153 3,693,885 3,319,153 3,693,885
Disclosed in the financial statements as:
Current liabilities 626,944 529,016 626,944 529,016
Non-current liabilities 2,692,209 3,164,869 2,692,209 3,164,869
3,319,153 3,693,885 3,319,153 3,693,885
(i) the three year lease line is secured by the leased scientific equipment (refer note 12) and has an average
interest rate of 8.51% per annum (2009: 9.02% per annum).
(ii) the ten year building loan agreement with Land Management Corporation is secured by the land and building
(refer note 12) and has interest charged on a quarterly basis at a fixed rate of 6.97% per annum.
(iii) the two year bank loan is secured over a restricted deposit at call.
The unused facilities available at 30 June 2010 of the Group’s bank overdraft is $56,988 (2009: $65,670).
There is no unused facility in relation to the building loan agreement or the bank loan (Parent: Nil, 2009:Nil).
Interest rate risk
The Group’s exposure to interest rates and the effective weighted average interest rate by maturity period is
set out in note 23.
68
NOTES TO THE
FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 30 JUNE 2010
CONSOLIDATED PARENT ENTITY
2010 2009 2010 2009
NOTE 16: PROVISIONS $ $ $ $
Current
Employee benefits 600,642 542,061 497,909 467,731
Non-current
Employee benefits 70,680 24,326 70,680 24,326
CONSOLIDATED PARENT ENTITY
2010 2009 2010 2009
NOTE 17: OTHER LIABILITIES $ $ $ $
Current
Tax payable 0 4,605 0 0
Unearned income 70,396 104,386 0 25,000
70,396 108,991 0 25,000
NOTE 18: DEFERRED TAX ASSETS AND LIABILITIES
Recognised tax assets
CONSOLIDATED
and liabilities
Assets Liabilities Net
2010 2009 2010 2009 2010 2009
$ $ $ $ $ $
Deferred tax assets and liabilities
are attributable to the following:
Loans and receivables 179,665 196,974 0 0 179,665 196,974
Accrued income 0 0 (7,871) (2,218) (7,871) (2,218)
Property plant and equipment 0 0 (1,105,375) (1,105,375) (1,105,375) (1,105,375)
Share issue expenses 303,414 288,092 0 0 303,414 288,092
Intangibles patents and
trademarks 531,120 531,120 (472,187) (472,187) 58,933 58,933
Other intangibles 218,383 218,383 0 0 218,383 218,383
Accrued expenses 12,450 12,147 0 0 12,450 12,147
Employee entitlements 172,264 161,069 0 0 172,264 161,069
1,417,296 1,407,785 (1,585,433) (1,579,780) (168,137) (171,995)
Set off (1,585,433) (1,579,780) 1,585,433 1,579,780 0 0
Net deferred tax asset/(liability) (168,137) (171,995) 0 0 (168,137) (171,995)
Unused tax losses:
Revenue 18,873,531 16,336,226 0 0 18,873,531 16,336,226
Withholding tax 213,015 213,015 0 0 213,015 213,015
19,086,546 16,549,241 0 0 19,086,546 16,549,241
69
NOTE 18: DEFERRED TAX ASSETS AND LIABILITIES (CONT.)
Recognised tax assets
CONSOLIDATED
and liabilities
Assets Liabilities Net
2010 2009 2010 2009 2010 2009
$ $ $ $ $ $
Net unrecognised tax asset 18,918,409 16,377,246 0 0 18,918,409 16,377,246
168,137 171,995 0 0 168,137 171,995
Net DTA/(DTL)
Including tax losses 0 0 0 0 0 0
Recognised tax assets
PARENT
and liabilities
Assets Liabilities Net
2010 2009 2010 2009 2010 2009
$ $ $ $ $ $
Deferred tax assets and liabilities
are attributable to the following:
Loans and receivables 179,665 196,974 0 0 179,665 196,974
Prepayments 0 0 (7,871) (2,218) (7,871) (2,218)
Property plant and equipment 0 0 (1,073,788) (1,073,788) (1,073,788) (1,073,788)
Share issue expenses 365,994 360,291 0 0 365,994 360,291
Intangibles patents and
trademarks 447,828 447,828 0 0 447,828 447,828
Accrued expenses 12,450 12,147 0 0 12,450 12,147
Employee entitlements 172,264 161,069 0 0 172,264 161,069
1,178,201 1,178,309 (1,081,659) (1,076,006) 96,542 102,303
Set off (1,081,659) (1,076,006) 1,081,659 1,076,006 0 0
Net deferred tax asset/(liability) 96,542 102,303 0 0 96,542 102,303
Unused tax losses:
Revenue 18,873,843 16,326,607 0 0 18,873,843 16,326,607
Withholding tax 213,015 213,015 0 0 213,015 213,015
19,086,858 16,539,622 0 0 19,086,858 16,539,622
Net unrecognised tax asset 18,918,721 16,377,246 0 0 18,918,721 16,377,246
168,137 162,376 0 0 168,137 162,376
Net DTA/(DTL)
Including tax losses 264,679 264,679 0 0 264,679 264,679
70
NOTES TO THE
FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 30 JUNE 2010
CONSOLIDATED
Other
Balance at Charged to Charged to comprehen- Balance at
NOTE 18: DEFERRED TAX 1 July 2009 income equity sive income 30 June 2010
ASSETS AND LIABILITIES (CONT.) $ $ $ $ $
Movements in deferred tax impact
of temporary differences during
the year:
Loans and receivables 196,974 (17,310) 0 0 179,664
Prepayments (2,218) (5,653) 0 0 (7,871)
Property plant and equipment (1,105,375) 0 0 0 (1,105,375)
Share issue expenses 288,092 0 15,323 0 303,415
Intangibles patents and
trademarks 58,933 0 0 0 58,933
Other intangibles 218,383 0 0 0 218,383
Accrued expenses 12,147 303 0 0 12,450
Unearned revenue 0 0 0 0 0
Employee entitlements 161,069 11,195 0 0 172,264
(171,995) (11,465) 15,323 0 (168,137)
Unused tax losses
Revenue 16,336,226 2,537,617 0 0 18,873,843
Withholding tax 213,015 0 0 0 213,015
16,549,241 2,537,617 0 0 19,086,858
Not recognised in the current year 16,377,247 2,526,152 15,323 0 18,918,721
Net Balance 0 0 0 0 0
PARENT
Other
Balance at Charged to Charged to comprehen- Balance at
1 July 2009 income equity sive income 30 June 2010
$ $ $ $ $
Movements in deferred tax impact
of temporary differences during
the year:
Loans and receivables 196,974 (17,309) 0 0 179,665
Prepayments (2,218) (5,653) 0 0 (7,871)
Property plant and equipment (1,073,788) 0 0 0 (1,073,788)
Share issue expenses 360,291 0 5,703 0 365,994
Intangibles patents and
trademarks 447,828 0 0 0 447,828
Accrued expenses 12,147 303 0 0 12,450
71
PARENT
Other
Balance at Charged to Charged to Comprehen- Balance at
NOTE 18: DEFERRED TAX 1 July 2009 income equity sive income 30 June 2010
ASSETS AND LIABILITIES (CONT.) $ $ $ $ $
Unearned revenue 0 0 0 0 0
Employee entitlements 161,069 11,195 0 0 172,264
102,303 (11,464) 5,703 0 96,542
Unused tax losses
Revenue 16,326,607 2,547,236 0 0 18,873,843
Withholding tax 213,015 0 0 0 213,015
16,539,622 2,547,236 0 0 19,086,858
Not recognised in the current year 16,377,246 2,535,772 5,703 0 18,918,721
Net balance 264,679 0 0 0 264,679
NOTE 19: ISSUED CAPITAL 2010 2009 2010 2009
(a) Issued and paid-up capital Shares Shares $ $
Ordinary shares – fully paid 318,354,279 253,799,591 75,114,469 59,969,571
Movements in ordinary shares of the Company during the past two years were as follows:
Number of Issue
Date Details shares price $
1 July
2008 Opening balance 234,940,555 56,098,888
Share issue – directors’ fees in lieu of cash 291,727 $0.3437 100,267
Share issue - BNOOB options exercise 18,200,000 $0.2200 4,004,000
Share issue – ESOP option exercise 100,000 $0.1300 13,000
Share issue – ESOP option exercise 47,750 $0.1600 7,640
Share issue – ESOP option exercise 10,000 $0.2150 2,150
Share issue – ESOP option exercise 5,000 $0.2400 1,200
Share issue – ESOP option exercise 15,000 $0.2700 4,050
Share issue – unlisted option exercise 100,000 $0.2766 27,660
Share issue – ESP 89,559 $0.3465 31,036
Less capital raising costs – BNOOB exercise 0 0 (320,320)
30 June
2009 Closing balance 253,799,591 59,969,571
Share issue – directors’ fees in lieu of cash 491,228 $0.2375 116,668
Share issue – management salary in lieu
of cash 354,526 $0.2375 84,200
72
NOTES TO THE
FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 30 JUNE 2010
NOTE 19: ISSUED CAPITAL
(a) Issued and paid-up capital (CONT.)
Number of Issue
Date Details shares price $
Share issue - placements 53,333,332 $0.24 12,800,000
Share issue – share purchase plan 9,166,602 $0.24 2,200,000
Share issue – ESOP option exercise 75,000 $0.21 15,750
Share issue – ESOP option exercise 100,000 $0.11 11,000
Share issue – ESOP option exercise 380,000 $0.24 91,200
Share issue – ESOP option exercise 130,000 $0.27 35,100
Share issue – ESOP option exercise 96,000 $0.16 15,360
Share issue – ESOP option exercise 78,000 $0.29 22,620
Share issue – ESOP option exercise 300,000 $0.20 60,000
Share issue – unlisted options 50,000 $0.26 13,000
Less capital raising costs – share placements 0 0 (320,000)
30 June
2010 Closing balance 318,354,279 75,114,469
Changes to the Corporations Act (1989) abolished the authorised capital and par value concept in relation to share
capital from 1 July 1998. Therefore, the Company does not have a limited amount of authorised capital and issued
shares do not have a par value.
(b) Ordinary shares
Ordinary shares entitle the holder to participate in dividends and the proceeds on winding up of the Company in
proportion to the number of and amounts paid on the shares held.
On a show of hands every holder of ordinary shares present at a meeting in person or by proxy, is entitled to one
vote, and upon a poll each share is entitled to one vote.
(c) Share options
When exercised, each option is convertible into one ordinary share. The exercise price is based on the weighted
average price at which the Company’s shares traded on the ASX during the seven trading days immediately before
the options are granted.
(i) The Bionomics ESOP
The terms and conditions of the Bionomics ESOP are summarised in note 1(q) (iv).
The options listed below are outstanding at reporting date.
Fair value
Grant date Expiry date Exercise price Number at grant date
Jun-11 $0.81 293,667 $0.39
Jun-02
Jun-12 $0.81 293,665 $0.41
Feb-11 $0.43 10,000 $0.17
Feb-03 Feb-12 $0.43 10,000 $0.18
Feb-13 $0.43 10,000 $0.19
Jan-11 $0.30 5,000 $0.19
Jan-12 $0.30 5,000 $0.20
Jan-04
Jan-13 $0.30 5,000 $0.21
Jan-14 $0.30 5,000 $0.21
73
NOTE 19: ISSUED CAPITAL
(c) Share options (CONT.)
Fair value
Grant date Expiry date Exercise price Number at grant date
Mar-11 $0.37 7,000 $0.14
Mar-12 $0.37 7,000 $0.15
Mar-13 $0.37 7,000 $0.15
Mar-14 $0.37 7,000 $0.16
Mar-04
Mar-11 $0.38 5,000 $0.14
Mar-12 $0.38 5,000 $0.15
Mar-13 $0.38 5,000 $0.15
Mar-14 $0.38 5,000 $0.16
Nov-10 $0.24 100,000 $0.12
Nov-11 $0.24 220,000 $0.13
Sept-04
Nov-12 $0.24 300,000 $0.13
Nov-13 $0.24 300,000 $0.14
Jun-11 $0.13 340,000 $0.16
Oct-04 Jun-12 $0.13 340,000 $0.17
Jun-13 $0.13 340,000 $0.17
Feb-11 $0.30 200,000 $0.11
Feb-12 $0.30 200,000 $0.12
Jan-05 Feb-13 $0.30 200,000 $0.12
Feb-14 $0.30 200,000 $0.13
Feb-15 $0.30 200,000 $0.13
Jan-11 $0.24 75,000 $0.12
Jan-12 $0.24 50,000 $0.13
Jan-13 $0.24 50,000 $0.14
Jan-06
Jan-14 $0.24 50,000 $0.14
Jan-15 $0.24 50,000 $0.15
Jan-16 $0.24 50,000 $0.15
Jul-12 $0.22 100,000 $0.12
Jul-13 $0.22 100,000 $0.13
May-06 Jul-14 $0.22 100,000 $0.13
Jul-15 $0.22 100,000 $0.13
Jul-16 $0.22 100,000 $0.14
Nov-11 $0.15 97,300 $0.12
Nov-12 $0.30 100,000 $0.11
Nov-13 $0.30 100,000 $0.12
Nov-06
Nov-14 $0.30 100,000 $0.13
Nov-15 $0.30 100,000 $0.13
Nov-16 $0.30 100,000 $0.13
Jan-07 Jan-12 $0.22 150,000 $0.15
Oct-12 $0.29 189,250 $0.21
Oct-13 $0.29 5,000 $0.21
Oct-14 $0.29 5,000 $0.23
Oct-07
Oct-15 $0.29 5,000 $0.23
Oct-16 $0.29 5,000 $0.24
Oct-17 $0.29 5,000 $0.25
74
NOTES TO THE
FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 30 JUNE 2010
NOTE 19: ISSUED CAPITAL
(c) Share options (CONT.)
Fair value
Grant date Expiry date Exercise price Number at grant date
Jan-13 $0.38 130,000 $0.19
Jan-14 $0.38 4,000 $0.19
Jan-15 $0.38 4,000 $0.20
Jan-08
Jan-16 $0.38 4,000 $0.21
Jan-17 $0.38 4,000 $0.22
Jan-18 $0.38 4,000 $0.23
Jul-13 $0.36 105,000 $0.16
Jul-14 $0.36 25,600 $0.17
Jul-15 $0.36 25,600 $0.18
Jul-08
Jul-16 $0.36 25,600 $0.19
Jul-17 $0.36 25,600 $0.19
Jul-18 $0.36 25,600 $0.20
Sep-14 $0.34 54,000 $0.17
Sep-15 $0.34 54,000 $0.18
Sep-08 Sep-16 $0.34 54,000 $0.19
Sep-17 $0.34 54,000 $0.19
Sep-18 $0.34 54,000 $0.20
Nov-13 $0.30 100,000 $0.09
Nov-14 $0.30 100,000 $0.10
Nov-15 $0.30 100,000 $0.10
Nov-08
Nov-16 $0.30 100,000 $0.11
Nov-17 $0.30 100,000 $0.12
Nov-13 $0.37 95,000 $0.02
Aug-14 $0.37 340,000 $0.08
Nov-08 Aug-15 $0.37 330,000 $0.09
Aug-16 $0.37 330,000 $0.10
Nov-14 $0.28 20,000 $0.06
Nov-15 $0.28 20,000 $0.05
Nov-08 Nov-16 $0.28 20,000 $0.06
Nov-17 $0.28 20,000 $0.06
Nov-18 $0.28 20,000 $0.07
Jan-09 Jan-14 $0.30 195,000 $0.01
Mar-15 $0.29 12,120 $0.06
Mar-16 $0.29 12,120 $0.07
Mar-09 Mar-17 $0.29 12,120 $0.07
Mar-18 $0.29 12,120 $0.08
Mar-19 $0.29 12,120 $0.08
Jun-14 $0.25 115,200 $0.06
Jun-15 $0.25 54,000 $0.13
Jun-16 $0.25 54,000 $0.13
Jun-09
Jun-17 $0.25 54,000 $0.14
Jun-18 $0.25 54,000 $0.14
Jun-19 $0.25 54,000 $0.15
Nov-15 $0.30 100,000 $0.05
Nov-16 $0.30 100,000 $0.07
Nov-09 Nov-17 $0.30 100,000 $0.08
Nov-18 $0.30 100,000 $0.09
Nov-19 $0.30 100,000 $0.10
8,900,682
75
NOTE 19: ISSUED CAPITAL
(c) Share options (CONT.)
Fair value
Grant date Expiry date Exercise price Number at grant date
May-06 Jun-11 $0.22 5,000 $0.11
5,000
Reconciliation of ESOP:
2010 2009
Number Weighted average Number Weighted average
of options exercise price of options exercise price
Opening balance at
beginning of financial year 10,802,349 $0.35 9,427,966 $0.37
Granted during the financial year 500,000 $0.30 2,838,800 $0.31
Forfeited during the financial year (200,000) $0.20 (390,000) $0.26
Exercised during the financial year (1,159,000) $0.22 (177,750) $0.21
Expired during the financial year (1,042,667) $1.16 (896,667) $0.62
Closing balance at 30 June 8,900,682 $0.31 10,802,349 $0.35
Exercisable at 30 June 6,300,802 7,782,749
Reconciliation of other unlisted options:
Opening balance at
beginning of financial year 355,000 $1.22 2,891,000 $0.58
Exercised during the financial year (50,000) $0.26 (100,000) $0.28
Expired during the financial year (300,000) $1.40 (2,436,000) $0.50
Closing balance at 30 June 5,000 $0.22 355,000 $1.22
Exercisable at 30 June 5,000 355,000
ESOP options exercised during the financial year:
Series Number exercised Exercise date Share price at exercise date
Aug-04 75,000 Nov-09 $0.35
200,000 Nov-09 $0.35
30,000 Mar-10 $0.335
Sept-04
70,000 Apr-10 $0.31
80,000 May-10 $0.30
50,000 Dec-09 $0.375
Dec-04
80,000 Jan-10 $0.355
Sept-05 100,000 Nov-09 $0.35
Apr-06 300,000 Jan-10 $0.355
Jun-06 96,000 Dec-09 $0.37
Oct-07 78,000 Dec-09 $0.37
1,159,000
76
NOTES TO THE
FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 30 JUNE 2010
NOTE 19: ISSUED CAPITAL (CONT.)
Other unlisted options exercised during the financial year:
Series Number exercised Exercise date Share price at exercise date
Feb-05 50,000 Feb-10 $0.335
50,000
Unlisted options vested and exercisable at the 2010 number 2009 number
reporting date: 6,305,802 8,137,749
(iii) Weighted averages
The weighted average remaining contractual life of any unlisted share options outstanding at the end
of the year is 3.8 years (2009: 4.5 years).
The assessed fair value at grant date of options granted during the year ended 30 June 2010 is outlined in the Remuneration
Report on page 37. The share price at grant date of these options was $0.32 (2009: ranged between $0.25 and $0.37). The
expected average price volatility of the Company shares was 44.8% (2009: 72.1%). Expected dividend yield was 0% (2009: 0%)
and the average risk free interest rate used was 4.37% (2009: 5.05%). Additional details on options granted in prior years are
available in those year’s Annual Reports.
NOTE 20: RESERVES
(a) Foreign currency translation reserve
Exchange differences arising on translation of the foreign controlled entity are taken to the foreign currency transla-
tion reserve as described in note 1(c). The reserve is recognised in profit or loss when the investment is disposed of.
CONSOLIDATED PARENT ENTITY
2010 2009 2010 2009
$ $ $ $
Opening balance (188,315) (139,014) 0 0
Adjustment arising from the translation of
foreign controlled entity’s financial statements (294,756) (49,301) 0 0
Closing balance (483,071) (188,315) 0 0
(b) Share based payments reserve
The share based payments reserve is used to recognise the fair value of options issued to the extent that
they have vested.
CONSOLIDATED PARENT ENTITY
2010 2009 2010 2009
$ $ $ $
Opening balance 1,029,404 918,757 1,029,404 918,757
Option expense 135,260 110,647 135,260 110,647
Closing balance 1,164,664 1,029,404 1,164,664 1,029,404
(c) Asset revaluation reserve
The asset revaluation reserve is used to recognise the fair value of land and buildings as per note 1(l).
CONSOLIDATED PARENT ENTITY
2010 2009 2010 2009
$ $ $ $
Opening balance 2,505,509 2,408,096 2,505,509 2,408,096
Land and building revaluation 0 139,161 0 139,161
Deferred tax liability 0 (41,748) 0 (41,748)
77
CONSOLIDATED PARENT ENTITY
NOTE 20: RESERVES (CONT.)
2010 2009 2010 2009
(c) Asset revaluation reserve
$ $ $ $
Net movement for the year 0 97,413 0 97,413
Closing balance 2,505,509 2,505,509 2,505,509 2,505,509
Total reserves 3,187,102 3,346,598 3,670,173 3,534,913
CONSOLIDATED PARENT ENTITY
2010 2009 2010 2009
NOTE 21: ACCUMULATED LOSSES $ $ $ $
Balance at the beginning of the year (44,621,601) (37,759,302) (44,099,197) (37,348,272)
Net loss for the year (8,214,082) (6,862,299) (8,475,117) (6,750,925)
Balance at the end of the year (52,835,683) (44,621,601) (52,574,314) (44,099,197)
NOTE 22: CONTINGENCIES
Service commitments
Pursuant to the terms and agreements entered into by the Company with both the Women’s and Children’s Hospital (WCH)
and the University of Melbourne (U of M) to acquire the license for the epilepsy project from the WCH and the
U of M and the breast cancer project from the WCH, the Company is liable to make further payments to the WCH and the U of
M upon the achievement of certain conditions.
Pursuant to the terms and agreement entered into by the Company with Medvet Science Pty Ltd (Medvet), for the
angiogenesis project, the Company is liable to make further payments to Medvet upon the achievement of certain conditions.
NOTE 23: FINANCIAL INSTRUMENTS
(a) Capital risk management
The Group manages its capital to ensure that entities in the Group will be able to continue as a going concern whilst
maximising the return to stakeholders through the optimisation of the debt and equity balance.
The Group’s overall strategy remains unchanged from 2009. The capital structure of the Group consists of debt, which
includes borrowings disclosed in note 15, cash and cash equivalents (note 7) and equity attributable to equity holders of
the parent, comprising issued capital, reserves and retained earnings as disclosed in notes 19, 20 and 21 respectively.
The Group operates globally, primarily through subsidiary companies established in the markets in which the Group
trades. None of the Group’s entities is subject to externally imposed capital requirements.
The Group’s policy is to fund the research and development activities and operations through the issue of equity and the
commercialisation of Intellectual Property assets. Minor borrowings for operational assets are utilised through local banks.
CONSOLIDATED PARENT ENTITY
2010 2009 2010 2009
Categorisation of financial instruments: $ $ $ $
Financial assets
Loans and receivables 847,104 775,439 2,237,068 3,218,469
Cash and cash equivalents 12,612,244 4,757,200 12,497,306 4,547,681
13,459,348 5,532,639 14,734,374 7,766,150
Financial liabilities at fair value
through profit or loss 5,067,090 5,059,919 4,483,310 4,717,387
Reconciliation to total assets
Financial assets (as above) 13,459,348 5,532,639 14,734,374 7,766,150
Non financial assets 18,055,123 19,192,047 16,651,387 17,031,547
31,514,471 24,724,686 31,385,761 24,797,697
78
NOTES TO THE
FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 30 JUNE 2010
NOTE 23: FINANCIAL INSTRUMENTS (CONT.)
CONSOLIDATED PARENT ENTITY
2010 2009 2010 2009
Categorisation of financial instruments: $ $ $ $
Reconciliation to total liabilities
Financial liabilities (as on previous page - above) 5,067,090 5,059,919 4,483,310 4,717,387
Non financial liabilities 981,493 970,199 692,123 675,023
6,048,583 6,030,118 5,175,433 5,392,410
(b) Financial risk management objectives (f) Credit risk management
The Board, through the Audit and Risk Management Credit risk refers to the risk that a counterparty will
Committee, is responsible for ensuring there are default on its contractual obligations resulting in
adequate policies in relation to risk management, financial loss to the Group. The Group has adopted a
compliance and internal control systems. In summary, policy of only dealing with creditworthy counterparties
Company policies are designed to ensure significant and obtaining sufficient collateral where appropriate as
strategic, operational, legal, reputational and financial a means of mitigating the risk of financial loss from
risks are identified, assessed, and effectively monitored defaults.
and managed in a manner sufficient for a company of
The Group does not have any significant credit risk
Bionomics’ size and stage of development to enable
exposure to any single counterparty or any group of
achievement of the Company’s business strategy and
counterparties having similar characteristics. The
objectives.
credit risk on liquid funds is limited because the
The Company’s risk management policies are managed counterparties are banks with high credit ratings
by the key management personnel and are reviewed by assigned by international credit rating agencies.
the Audit and Risk Management Committee according
The carrying amount of financial assets recorded in the
to a timetable of assessment and review proposed by
financial statements, net of any allowances for losses,
that Committee and approved by the Board.
represents the Group’s maximum exposure to credit risk.
(c) Market risk
(g) Liquidity risk management
The Group’s activities do not expose it to significant
Ultimate responsibility for liquidity risk management
financial risks of changes in foreign currency exchange
rests with the Board of Directors, who have built an
rates or interest rates. The Group does not use
appropriate liquidity risk management framework for
derivative financial instruments to manage its exposure
management of the Group’s short, medium and long
to interest rate and foreign currency risk.
term funding. The Group manages liquidity by
(d) Foreign currency risk management continuously monitoring forecast and actual cash flows
The Group undertakes certain transactions and matching maturity profiles of financial assets and
denominated in foreign currencies, hence exposures to liabilities. Included in note 15 is a listing of additional
exchange rate fluctuations arise. Exchange rate undrawn facilities that the group has at its disposal to
exposures are managed in accordance with established further reduce liquidity risk.
policies. The Group has a US$250,000 receivable (2009:
(h) Liquidity and interest rate risk
US$250,000) which was paid within 30 days of
The following tables detail the Company’s and the
recognition, therefore there is no significant foreign
Group’s remaining contractual maturity for its non-
currency risk. The Group also has a US$ bank account
derivative financial liabilities. The tables have been
with a balance of US$1,024,656 (2009: US$311,766) at
drawn up based on the undiscounted cash flows of
balance date. These funds will be used to meet future
financial liabilities based on the earliest date on
US$ commitments.
which the Company and the Group can be required to
(e) Interest rate risk management pay. The table includes both interest and principal
The Company and the Group are exposed to interest cash flows.
rate risk as entities in the Group borrow funds at both
fixed and variable interest rates and lend funds at
variable rates. The Group does not use interest rate
swap contracts or forward interest rate contracts.
79
NOTE 23: FINANCIAL INSTRUMENTS (CONT.)
Weighted average
effective
interest rate Less than 1 year 1 to 5 years 5 + years
CONSOLIDATED % $ $ $
2010
Non-interest bearing 0 1,747,937 0 0
Finance lease liability 8.51 49,056 22,414 0
Fixed interest rate
instruments 6.97 753,309 2,992,801 0
TOTAL 2,550,302 3,015,215 0
2009
Non-interest bearing 0 1,366,034 0 0
Finance lease liability 9.02 57,344 42,897 0
Fixed interest rate
instrument 6.97 672,747 2,690,988 336,373
TOTAL 2,096,125 2,733,885 336,373
PARENT ENTITY
2010
Non-interest bearing 0 1,164,157 0 0
Finance lease liability 8.51 49,056 22,414 0
Fixed interest rate
instruments 6.97 753,309 2,992,801 0
TOTAL 1,966,522 3,015,215 0
2009
Non-interest bearing 0 1,023,502 0 0
Finance lease liability 9.02 57,344 42,897 0
Fixed interest rate
instruments 6.97 672,747 2,690,988 336,373
TOTAL 1,753,593 2,733,885 336,373
(i) Interest rate sensitivity analysis
The Group has no significant exposure to interest rate variability on its core borrowings which are on fixed rate
terms. The Group has significant funds on short term deposit that are subject to interest rate variability and may
impact future cash flows.
80
NOTES TO THE
FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 30 JUNE 2010
NOTE 24: KEY MANAGEMENT PERSONNEL DISCLOSURES
(a) Directors
The following persons were directors of Bionomics during the financial year and prior year
unless otherwise stated:
Non-Executive Chairman
Mr Christopher Fullerton
Executive Director
Dr Deborah Rathjen, Chief Executive Officer and Managing Director
Non-Executive Directors
Mr Trevor Tappenden
Dr Errol De Souza
Dr Peter Jonson (retired 4 November 2009)
(b) Other key management personnel
The following persons also had authority and responsibility for planning, directing and controlling the
activities of the Group directly or indirectly during the financial year:
Name Position
Dr Emile Andriambeloson Director of Research, Neurofit SAS
Dr Andrew Harvey Vice President Drug Discovery
Dr Gabriel Kremmidiotis Vice President Research and Development
Mr Trevor Thiele Chief Financial Officer and Company Secretary (appointed 14 December 2009)
Mr Stephen Birrell Chief Financial Officer and Company Secretary (resigned 18 December 2009)
(c) Key management personnel compensation
CONSOLIDATED PARENT ENTITY
2010 2009 2010 2009
$ $ $ $
Short term employee benefits 1,058,533 1,011,380 912,304 878,469
Post employment benefits 63,737 54,283 63,737 54,283
Share based payments 310,955 173,086 308,578 166,351
Total key management personnel
compensation 1,433,225 1,238,749 1,284,619 1,099,103
CONSOLIDATED PARENT ENTITY
NOTE 25: EXTERNAL AUDITORS’ 2010 2009 2010 2009
REMUNERATION $ $ $ $
During the year the following services were
paid and payable to the external auditor:
ASSURANCE SERVICES
(a) Audit services
Fees paid and payable for:
• Audit and review of financial statements
and other audit work under the Corporations
Act 2001 89,000 76,250 89,000 76,250
81
CONSOLIDATED PARENT ENTITY
NOTE 25: EXTERNAL AUDITORS’ 2010 2009 2010 2009
REMUNERATION (CONT.) $ $ $ $
• Other audit services 11,449 0 11,449 0
Fees paid for audit of subsidiary 13,048 18,458 0 0
Total remuneration for audit services 113,497 94,708 100,449 76,250
(b) Taxation services
Fees paid and payable to for:
• Tax compliance services, including
review of Company income tax returns 36,776 10,500 24,660 10,500
Total remuneration for taxation services 36,776 10,500 24,660 10,500
It is the Group’s practice to employ Deloitte Touche Tohmatsu on assignments additional to their statutory audit duties
where their expertise and experience with the Group are important. In 2009-2010 these assignments were restricted to
tax compliance services.
NOTE 26: COMMITMENTS FOR EXPENDITURE
(a) Finance leases
The Group leases scientific equipment with a carrying amount of $68,748 (2009: $107,044) for a period of three
years. Under the terms of the lease, the Group retains ownership at the completion of the agreed term.
CONSOLIDATED PARENT ENTITY
2010 2009 2010 2009
$ $ $ $
Commitments in relation to the finance
lease that are payable:
Within one year 49,056 57,344 49,056 57,344
Later than one year but not greater than five 22,415 42,897 22,415 42,897
Minimum lease payments 71,471 100,241 71,471 100,241
Future finance charges (3,501) (8,619) (3,501) (8,619)
Total lease liabilities 67,970 91,622 67,970 91,622
Represented by:
Current (note 15) 49,056 56,808 49,056 56,808
Non-current (note 15) 18,914 34,814 18,914 34,814
67,970 91,622 67,970 91,622
(b) Operating leases
The Group has operating leases for various scientific and office equipment. Under the terms of these leases, the
Group has no ownership at the completion of the agreed term.
82
NOTES TO THE
FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 30 JUNE 2010
CONSOLIDATED PARENT ENTITY
NOTE 26: COMMITMENTS FOR 2010 2009 2010 2009
EXPENDITURE (CONT.) $ $ $ $
Commitments in relation to the operating
leases that are payable:
Within one year 165,230 197,111 6,171 2,236
Later than one year but not greater than five 100,099 292,313 20,568 0
Minimum lease payments 265,329 489,424 26,739 2,236
(c) Rental arrangements
The Group sub-lets areas of its facility under agreements that are renewed annually. Rent received from these
agreements is treated according to the accounting policy outlined in note 1(d).
CONSOLIDATED PARENT ENTITY
2010 2009 2010 2009
$ $ $ $
Future rental income receivable:
Within one year 219,264 219,264 219,264 219,264
Later than one year but not greater than five 219,264 438,528 219,264 438,528
438,528 657,792 438,528 657,792
NOTE 27: EVENTS OCCURRING AFTER REPORTING DATE
No matters or circumstances have arisen since the end of the reporting period and the date of this report which
significantly affects or may significantly affect the results of the operations of the Group.
CONSOLIDATED PARENT ENTITY
NOTE 28: CASH FLOW INFORMATION
2010 2009 2010 2009
$ $ $ $
Reconciliation of operating loss after income
tax to net cash outflow from operating activities
Loss after income tax (8,214,082) (6,862,299) (8,475,117) (6,750,925)
Items in loss
Depreciation and amortisation 954,421 1,033,628 422,316 450,391
Directors’ fees and share based payments 336,128 241,945 336,128 241,945
Income tax benefit 0 (37,143) 0 (41,748)
Net foreign exchange differences 52,768 (45,217) 0 (45,217)
Interest received and receivable (487,386) (286,821) (486,028) (282,953)
Changes in operating assets and liabilities
Decrease/(Increase) in debtors and other assets (151,559) 1,533,674 949,604 1,735,076
Decrease/(Increase) in other operating assets 0 0 0 0
Decrease/(Increase) in inventory 9,325 (50,210) 0 0
Income tax benefit 0 0 0 0
83
CONSOLIDATED PARENT ENTITY
NOTE 28: CASH FLOW INFORMATION 2010 2009 2010 2009
(CONT.) $ $ $ $
Movement in provisions 129,260 188,414 76,319 31,340
Increase/(Decrease) in unearned income (33,990) (141,682) (25,000) 0
Increase/(Decrease) in creditors and accruals 305,490 (560,412) 140,089 (451,042)
Net cash outflows from operating activities (7,099,625) (4,986,123) (7,061,689) (5,113,133)
CONSOLIDATED PARENT ENTITY
NOTE 29: NON-CASH FINANCING 2010 2009 2010 2009
ACTIVITIES $ $ $ $
Directors’ fees and management salaries
satisfied by the issue of shares 200,867 100,266 200,867 100,266
200,867 100,266 200,867 100,266
CONSOLIDATED
NOTE 30: LOSS PER SHARE 2010 2009
cents cents
Basic and diluted loss per share (2.7) (2.8)
The basic and diluted loss per share amounts have been calculated using the ‘Loss after income tax’ figure in the
consolidated statement of comprehensive income.
CONSOLIDATED
2010 2009
number number
Weighted average number of shares
used as the denominator
Weighted average number of ordinary shares
used as a denominator in calculating basic 300,798,854 242,977,517
and diluted loss per share
Changes to shares and potential ordinary shares since balance date
Since balance date 640,000 (2009: Nil) unlisted options have been issued pursuant to the Bionomics ESOP.
Information concerning the classification of securities
The unlisted options have not been included in the determination of basic and diluted earnings per share. Details
relating to the options are set out in note 19(c).
84
NOTES TO THE
FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 30 JUNE 2010
NOTE 31: RELATED PARTY TRANSACTIONS
(a) Parent entities
The parent entity within the Group is Bionomics. Interests in subsidiaries are set out in note 11.
(b) Key management personnel
Disclosures relating to compensation of key management personnel are set out in note 24.
(c) Transactions with related parties
The following transactions occurred with related parties
CONSOLIDATED PARENT ENTITY
2010 2009 2010 2009
$ $ $ $
Research and development expenses
paid to subsidiaries 0 0 (887,501) (662,344)
Corporate support fees received from
subsidiaries 0 0 299,197 351,816
(d) Outstanding balances arising from sales and purchases of services
The following balances are outstanding at the reporting date in relation to transactions with related parties:
CONSOLIDATED PARENT ENTITY
2010 2009 2010 2009
$ $ $ $
Current receivables
Subsidiaries 0 0 1,804,479 2,832,855
No provisions for doubtful debts have been raised in relation to any outstanding balances, and no expenses have
been recognised in respect of bad or doubtful debts due from related parties.
(e) Loans to and from related parties
No loans to or from related parties have occurred in the current or previous financial year.
(f) Equity instrument disclosures relating to key management personnel
(i) Options provided as remuneration and shares issued on the exercise of such options are outlined below,
and the terms and conditions of the options can be found in note 1(q)(iv).
(ii) The number of unlisted options over ordinary shares in the Company held by each director of the Company
and other key management personnel (including personally related parties) of the Group are set out below.
All options that are vested are exercisable.
85
NOTE 31: RELATED PARTY
TRANSACTIONS (CONT.)
2010 OPTIONS
Granted Other
Balance at during the Exercised changes Vested and
the start of year as during during Balance at exercisable
Name the year compensation the year the year year end at year end
DIRECTORS
Mr Christopher Fullerton 0 500,000 0 0 500,000 0
Dr Deborah Rathjen 3,457,300 0 (175,000) (780,000) 2,502,300 1,842,300
Mr Trevor Tappenden 1
500,000 0 0 0 500,000 300,000
Dr Errol De Souza 500,000 0 0 0 500,000 200,000
Dr Peter Jonson
(retired 4 November 2009) 2 1,000,000 0 0 0 1,000,000 1,000,000
OTHER KEY MANAGEMENT PERSONNEL
Dr Emile Andriambeloson 325,800 0 0 0 325,800 245,800
Dr Andrew Harvey 250,000 0 0 0 250,000 50,000
Dr Gabriel Kremmidiotis 350,000 0 (20,000) (40,000) 290,000 290,000
Mr Trevor Thiele
(appointed 14 December 2009) 0 0 0 0 0 0
Mr Stephen Birrell
(resigned 18 December 2009) 674,000 0 (474,000) (200,000) 0 0
2009 OPTIONS
Granted Other
Balance at during the Exercised changes Vested and
the start of year as during during Balance at exercisable
Name the year compensation the year the year year end at year end
DIRECTORS
Dr Peter Jonson2 1,000,000 0 0 0 1,000,000 800,000
Dr Deborah Rathjen 2,802,300 1,095,000 0 (440,000) 3,457,300 2,457,300
Mr Trevor Tappenden1 500,000 0 0 0 500,000 200,000
Dr Errol De Souza 0 500,000 0 0 500,000 100,000
Mr Christopher Fullerton 3
(appointed 23 December 2008) 0 0 0 0 0 0
OTHER KEY MANAGEMENT PERSONNEL
Dr Emile Andriambeloson 238,600 87,200 0 0 325,800 205,800
Mr Stephen Birrell 674,000 0 0 0 674,000 474,000
Dr Andrew Harvey 0 250,000 0 0 250,000 0
Dr Gabriel Kremmidiotis 380,000 50,000 0 (80,000) 350,000 350,000
1
Held by Kelso Investments Australia Pty Ltd
2
Held by Sandhurst Trustees Limited
3
At the beginning of the 2009 financial year, Mr Fullerton had interests in 1,850,000 listed BNOOB options
held by Mandalay Capital Pty Ltd which were exercised during that year.
86
NOTES TO THE
FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 30 JUNE 2010
NOTE 31: RELATED PARTY TRANSACTIONS (CONT.)
(iii) The number of shares in the Company held by each director of the Company and other key management personnel
(including personally related parties) of the Group are set out below:
2010 SHARES
Granted Received
Balance at the during the during the year
start of year as upon exercise Other changes Balance
Name the year compensation of options during the year at year end
DIRECTORS
Mr Christopher Fullerton 4 4,700,000 125,020 0 0 4,825,020
Dr Deborah Rathjen 996,889 192,000 175,000 (175,000) 1,188,889
Mr Trevor Tappenden 5
188,355 57,544 0 0 245,899
Dr Errol De Souza 39,763 76,935 0 0 116,698
Dr Peter Jonson 6
(retired 4 November 2009) 716,539 39,729 0 59,781 816,049
OTHER KEY MANAGEMENT PERSONNEL
Dr Emile Andriambeloson 2,889 0 0 0 2,889
Dr Andrew Harvey 0 126,315 0 0 126,315
Dr Gabriel Kremmidiotis 103,197 160,000 20,000 (170,620) 112,577
Mr Trevor Thiele 7
(appointed 14 December 2009) 0 0 0 100,000 100,000
Mr Stephen Birrell
(resigned 18 December 2009) 100,846 68,211 474,000 (593,057) 50,000
2009 SHARES
Granted Received
Balance at the during the during the year
start of year as upon exercise Other changes Balance
Name the year compensation of options during the year at year end
DIRECTORS
Dr Peter Jonson 637,012 79,527 0 0 716,539
Dr Deborah Rathjen 864,215 132,674 0 0 996,889
Mr Trevor Tappenden 148,592 39,763 0 0 188,355
Dr Errol De Souza 0 39,763 0 0 39,763
Mr Christopher Fullerton 4
(appointed 23 December 2008) 4,700,000 0 0 0 4,700,000
OTHER KEY MANAGEMENT PERSONNEL
Dr Emile Andriambeloson 2,889 0 0 0 2,889
Mr Stephen Birrell 100,846 0 0 0 100,846
Dr Andrew Harvey 0 0 0 0 0
Dr Gabriel Kremmidiotis 103,197 0 0 0 103,197
4 Held by Mandalay Capital Pty Ltd 6 Held by Sandhurst Trustees Limited
5 Held by Kelso Investments Australia Pty Ltd 7 Held by Thiele Investments Pty Ltd
(g) Loans to Directors and Other Key Management (h) Other Transactions with Directors and
Personnel Other Key Management Personnel
There were no loans to any directors of the Company There were no other transactions with directors of
or other key management personnel of the Group the Company or other key management personnel of
during the financial year ended 30 June 2010. the Group during the financial year.
87
DIRECTORS’
DECLARATION
THE DIRECTORS DECLARE THAT:
a) in the directors’ opinion, there are reasonable
grounds to believe that the Company will be able to
pay its debts as and when they become due and
payable;
b) the attached financial statements are in compliance
with International Financial Reporting Standards
issued by the International Accounting Standards
Board, as stated in note 1 to the financial
statements;
c) in the directors’ opinion, the attached financial
statements and notes thereto are in accordance with
the Corporations Act 2001, including compliance
with accounting standards and giving a true and fair
view of the financial position and performance of the
consolidated entity; and
d) the directors have been given the declarations
required by section 295A of the Corporations
Act 2001.
Signed in accordance with a resolution of the
directors made pursuant to section 295(5) of the
Corporations Act 2001.
On behalf of the directors
Christopher Fullerton Deborah Rathjen
Chairman Chief Executive Officer
and Managing Director
Dated this 18 August 2010
88
INDEPENDENT
AUDIT REPORT
89
90
SHAREHOLDER
INFORMATION
All shareholder information provided is current as
at 9 August 2010.
Difference in Results Reported to the ASX
There are no material differences between the figures
reported in the financial statements and those lodged
with the ASX in the Company’s Appendix 4E for the
year ended 30 June 2010, other than those previously
announced to the market.
Audit and Risk Management Committee Equity Securities
The Company established an Audit and Risk There are 2,955 holders of ordinary shares in
Management Committee in July 2002. The main Bionomics.
responsibilities of the Audit and Risk Management
Committee are set out in the section headed ‘Corporate The number of shareholdings held in less than
Governance Statement’ of the Annual Report. marketable parcels is 477.
Corporate Governance Voting Rights
Bionomics’ corporate governance practices are set There is one class of quoted equity securities issued
out in the section headed ‘Corporate Governance by the Company, ordinary, with voting rights attached
Statement’ of the Annual Report. to the ordinary shares. One share equates to one vote.
Substantial Shareholders Distribution of Shareholders of Equity Securities
Substantial holders in the Company are set out below:
NUMBER OF
SECURITY HOLDERS
Ordinary Number Category Ordinary Unlisted
Shares held (size of holding) shares options
Start-up Australia Ventures 1 – 1,000 338 0
88,364,866
Pty Limited
1,001 – 5,000 995 1
Link Traders
31,340,942
(Aust) Pty Ltd 0
5,001 – 10,000 524
The Australian National
23,478,583 10,001 – 100,000 901 29
University Investment Section
100,001 – and over 197 19
Total 2955 49
91
Twenty largest holders of each class of quoted equity securities
The names of the 20 largest holders of each class of quoted equity securities are listed below:
ORDINARY SHARES
Number Percentage of
NAME held issued shares
1 Start-up Australia Ventures 88,364,866 27.76
2 Link Traders (Aust) Pty ltd 31,340,942 9.85
3 The Australian National University 23,478,583 7.38
4 Welas Pty Ltd 14,465,047 4.54
5 Phillip Asset Management Ltd 13,615,678 4.28
6 National Nominees Limited 13,278,454 4.17
7 Boom Australia Pty Limited 6,697,386 2.10
8 Asia Union Investments Pty Limited 5,725,439 1.80
9 Harbour Nominees Pty Ltd 5,102,853 1.60
10 Mandalay Capital Pty Ltd 4,825,020 1.52
11 ANZ Nominees Limited 4,068,716 1.28
12 JBW Investments Pty Ltd 3,950,000 1.24
13 Weresyd Proprietary Limited 3,444,147 1.08
14 Stephen Rattray & Peta Rattray 3,202,943 1.01
15 Mark & Rebecca Potter 2,517,250 0.79
16 Custom Kit Homes Pty Ltd & Dr Bernard Flynn 2,478,707 0.78
17 Blue Jay Ventures Pty Limited 2,201,334 0.69
18 HSBC Custody Nominees 1,744,668 0.55
19 Dior Mahnken 1,434,568 0.45
20 AW & JE Wilks 1,400,000 0.44
233,336,601 73.31
Number Number
Unquoted equity securities
on issue of holders
Options issued pursuant to Bionomics Limited
48
Employee Share Option Plan 9,540,682
Other unlisted options 5,000 1
9,545,682 49
92
COMPANY
PARTICULARS
Bionomics, a listed public Company, is domiciled
and incorporated in Australia. DIRECTORS
Mr Christopher
Bionomics shares are listed on the Australian Chairman
Fullerton
Securities Exchange under the code BNO.
Dr Deborah Chief Executive Officer
REGISTERED OFFICE Rathjen and Managing Director
31 Dalgleish Street Mr Trevor
Non-Executive Director
Thebarton SA Australia 5031 Tappenden
Telephone: 61 8 8354 6100 Dr Errol
Non-Executive Director
De Souza
ADMINISTRATIVE OFFICE
31 Dalgleish Street
SENIOR MANAGEMENT
Thebarton SA Australia 5031
Telephone: 61 8 8354 6100 Dr Deborah Chief Executive Officer
Rathjen and Managing Director
Facsimile: 61 8 8354 6199
E-mail: info@bionomics.com.au Dr Emile Head of Research,
Web Address: www.bionomics.com.au Andriambeloson Neurofit
Dr Andrew Vice President Drug
SHARE REGISTRY Harvey Discovery
Computershare Investor Services Pty Limited
Dr Gabriel Vice President Research
Level 5, 115 Grenfell Street
Kremmidiotis and Development
Adelaide SA Australia 5000
Telephone: 1300 556 161 (within Australia) Mr Trevor Chief Financial Officer and
Thiele Company Secretary
61 3 9415 4000 (outside Australia)
E-mail: web.queries@computershare.com.au
Web Address: www.computershare.com SCIENTIFIC ADVISORS
Dr Errol De Souza PhD
SOLICITORS
Professor Paul Fitzgerald PhD MSc
Johnson Winter & Slattery
Dr Tim Harris PhD MSc BSc
211 Victoria Square Dr Ann Hayes PhD Bsc
Adelaide SA Australia 5000 Mr Richard Morgan C Biol, MI Biol Dip RC Path
AUDITORS Dr Christopher J Sweeney MBBS
Deloitte Touche Tohmatsu Bionomics has an American Depositary Receipts program
11 Waymouth Street (ADRs) sponsored by BNY Mellon, under the ticker code
Adelaide SA Australia 5000 ‘BMICY’. For further details about this program, please contact:
PATENT ATTORNEYS UNITED STATES
Griffith Hack BNY Mellon Shareowner Services
167 Eagle Street PO Box 358516
Brisbane QLD Australia 4000 Pittsburgh, PA 15252-8516
Davies Collison Cave Telephone: 1 (201) 680 6825
1 Nicholson Street E-mail: shrrelations@bnymellon.com
Melbourne VIC Australia 3000 or visit BNY Mellon Shareowner Services’
website at www.bnymellon.com\shareowner
Bionomics is not listed on any other stock
exchanges other than the ASX. AUSTRALIA
Ms Donna Kiely, Vice President
BNY Mellon Depositary Receipts
Australia & New Zealand
The Bank of New York
Level 5,350 Collins Street, Melbourne VIC 3000
Telephone: 61 3 9640 3908
Facsimile: 61 3 9602 1236
E-mail: donna.kiely@bnymellon.com
31 DALGLEISH STREET
THEBARTON, SA
AUSTRALIA, 5031
WWW.BIONOMICS.COM.AU
ABN 53 075 582 740
